Northwind Cloud Committed-Use Agreement
Northwind Cloud · MSA · Sep 11, 2025 – Sep 11, 2027
What it does
This is the working copy of one agreement. You can read each clause, see how it compares to the Stellitron playbook, accept suggested wording changes (redlines), and track renewal notice dates and follow-up tasks.
What you can do here
- Review clauses sorted by risk; accept a redline to replace supplier wording and lower that clause’s risk.
- Click Re-run risk review to parse the text again and refresh the contract risk score with a step-by-step trace.
- Use Obligations to check off deliverables and add new due dates.
- When auto-renewal notice is due, draft a renegotiation or non-renewal letter and copy it to send.
Behind the scenes
On each review, the agent re-segments the contract text, classifies clauses (renewal, liability cap, price escalation, data protection, and more), extracts numbers like notice days and fee caps, and compares them to playbook limits—for example annual price increases above 3% or liability caps under 12 months of fees score as high risk. Missing standard clauses are flagged too.
Example: On CTR-2002 (Ledgerline), the price escalation clause allows 8% annual increases while the playbook asks for 3% or CPI; liability is capped at three months of fees. Risk score 66. With 90-day notice and about 60 days until term end, the notice deadline has passed—use Draft non-renewal or Draft renewal notice on the right.
This Agreement shall automatically renew for successive twelve (12) month terms unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.
Company playbook position: Auto-renewal allowed only with ≤60-day notice and a renewal price cap.
This Agreement shall automatically renew for successive twelve (12) month terms unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term.
Reduce notice period to 60 days and cap renewal price increases at 3% or CPI, whichever is lower.
Each party's aggregate liability shall not exceed the total fees paid or payable in the twelve (12) months preceding the claim, excluding breaches of confidentiality and data protection obligations.
Company playbook position: Cap at ≥12 months of fees; uncapped for data breach, confidentiality and IP indemnity.
Customer shall pay undisputed invoices within forty-five (45) days of receipt.
Company playbook position: Net 45 or longer.
Supplier shall process Personal Data only on documented instructions, maintain ISO 27001 controls and notify Customer of any Personal Data Breach within 48 hours.
Company playbook position: Breach notification ≤72 hours; SCCs for transfers; sub-processor approval.
This Agreement is governed by the laws of the State of New York.
Company playbook position: New York or Delaware law.
Supplier shall maintain general liability insurance of not less than $2,000,000 per occurrence and cyber liability of $5,000,000.
Company playbook position: GL ≥$1M; cyber ≥$5M for data processors.