conversations.from: human
conversations.value: What comes next for this: ___ = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
   Software License, Customization and Maintenance Agreement Agreement Number: CW251207
  Effective Date: 11/4/10
  Company Name: Cardlytics, Inc.
  Company Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308
conversations.from: assistant
conversations.value: Company Telephone: 888.798.5802 This SOFTWARE LICENSE, CUSTOMIZATION AND MAINTENANCE AGREEMENT ("Agreement") is entered into as of the Effective Date by and between Bank of America, N.A. ("Bank of America"), a national banking association, and the above-named Supplier, a corporation, and consists of this signature page and the attached Terms and Conditions, Schedules, and all other documents attached hereto, which are incorporated in full by this reference. ("Supplier") Bank of America, N.A.
  By: /s/ Scott Grime By: /s/ Chandra Torrence Name: Scott Grime Name: Chandra Torrence Title: Chief Executive Officer Title: V.P., Sourcing Manager Date: 11/8/10 Date: 11/4/10
  Address for Notices:
  Cardlytics, Inc. 621 North Ave NE Suite C-30 Atlanta, GA 30030 ATTN: Scott Grimes Telephone: 888.798.5802 Email: ___
  Address for Notices: (Supply Chain Management Contact) Mailcode NC1-023-09-01 Bank of America 625 N Tryon St Charlotte, NC 28255 ATTN: Chandra Torrence Telephone: ___ Email: ___
conversations.from: human
conversations.value: What are the missing words: ___ = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN [words 1] BY BRACKETS, HAS BEEN OMITTED AND [words 2] WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT [words 3] OF THE SECURITIES ACT OF 1933, [words 4] AMENDED. Software License, Customization and Maintenance Agreement Agreement Number: CW251207 Effective Date: [words 5].
conversations.from: assistant
conversations.value: words 1: THIS DOCUMENT, MARKED 
  words 2: FILED SEPARATELY 
  words 3: TO RULE 406 
  words 4: AS 
  words 5: 11/4/10 Company Name: Cardlytics, Inc
conversations.from: human
conversations.value: Finish this: Company Address: 621 North Avenue NE Suite C-30 Atlanta, GA 30308 Company Telephone: 888.798.5802 This SOFTWARE LICENSE, CUSTOMIZATION AND MAINTENANCE AGREEMENT ("Agreement") is entered ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  into as of the Effective Date by and between Bank of America, N. A.
conversations.from: human
conversations.value: Finish this: ("Bank of America"), a national banking association, and the above-named Supplier, a corporation, and consists of this signature page and the attached Terms and Conditions, Schedules, and all other documents attached hereto, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  which are incorporated in full by this reference. ("Supplier") Bank of America, N. A. By: /s/ Scott Grime By: /s/ Chandra Torrence Name: Scott Grime Name: Chandra Torrence Title: Chief Executive Officer...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Title: V. P. , Sourcing Manager Date: 11/8/10 Date: 11/4/10 Address for Notices: Cardlytics, Inc.621 North Ave NE Suite C-30 Atlanta, GA 30030 ATTN: Scott Grimes Telephone: 888.798.5802 Email: ___ Address for...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Notices: (Supply Chain Management Contact) Mailcode NC1-023-09-01 Bank of America 625 N Tryon St Charlotte, NC 28255 ATTN: Chandra Torrence Telephone: ___ Email: ___...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: With a copy to: Bank of America Legal Department 101 S. Tryon Street Charlotte, NC 28255 Proprietary to Bank of America vTIP2010 Source: CARDLYTICS,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: INC. , S-1, 1/12/2018 Software License, Customization and Maintenance Agreement Table of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Contents Page 1.0 DEFINITIONS 1 2.0 LICENSE 4 3.0 RELATIONSHIP MANAGER 6 4.
conversations.from: human
conversations.value: Finish this: 0 TERM 7 5.0 TERMINATION 7 6.0 ORDERING, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  DELIVERY AND INSTALLATION 8 7.0 CUSTOMIZATIONS 9 8.
conversations.from: human
conversations.value: What are the missing words: 0 SOURCE CODE CUSTODY 10 9.0 DOCUMENTATION 11 [words 1] 11 11.
conversations.from: assistant
conversations.value: words 1: 10 ACCEPTANCE
conversations.from: human
conversations.value: What are the missing words: 0 MAINTENANCE SERVICES 12 12.0 UPGRADES 12 [words 1].
conversations.from: assistant
conversations.value: words 1: 13
conversations.from: human
conversations.value: What are the missing words: 0 NON-MAINTENANCE SERVICES SUPPORT 12 14.0 ...
conversations.from: assistant
conversations.value: words 1: TRAINING 12 15
conversations.from: human
conversations.value: What are the missing spans: 0 PRICING/FEES 13 16.0 INVOICES TAXES/PAYMENT 13 17.0 [spans 1].
conversations.from: assistant
conversations.value: spans 1: EXPORT LAWS 15 18.0 MUTUAL REPRESENTATIONS AND WARRANTIES 15 19.0 REPRESENTATIONS AND WARRANTIES OF SUPPLIER 15 20
conversations.from: human
conversations.value: What are the missing spans: 0 DELETION OF FUNCTIONS 17 21.0 DISABLEMENT [spans 1].
conversations.from: assistant
conversations.value: spans 1: OF SOFTWARE AND HARDWARE 17 22
conversations.from: human
conversations.value: What are the missing words: 0 FINANCIAL RESPONSIBILITY 17 23.0 BUSINESS CONTINUITY 17 24.0 ... 25.
conversations.from: assistant
conversations.value: words 1: RELATIONSHIP OF THE PARTIES 18
conversations.from: human
conversations.value: Finish this: 0 SUPPLIER PERSONNEL 18 ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  26.0 INSURANCE 19 27.
conversations.from: human
conversations.value: What are the missing spans: 0 CONFIDENTIALITY AND INFORMATION PROTECTION 20 28.0 INDEMNITY 23 29.0 LIMITATION ...
conversations.from: assistant
conversations.value: spans 1: OF LIABILITY 24 30
conversations.from: human
conversations.value: What are the missing words: 0 DAMAGE TO BANK OF AMERICA SYSTEMS ...
conversations.from: assistant
conversations.value: words 1: 24 31.0 SUPPLIER DIVERSITY 25 32
conversations.from: human
conversations.value: Finish this: 0 ENVIRONMENTAL INITIATIVE 26 33.0 AUDIT 26 34.0 NON-ASSIGNMENT 27 35.0 GOVERNING ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  LAW 27 37.0 MEDIATION/ARBITRATION 28 38.0 NON-EXCLUSIVE NATURE OF AGREEMENT 29 39.
conversations.from: human
conversations.value: Finish this: 0 OWNERSHIP OF WORK PRODUCT 29 40.0 MISCELLANEOUS 30 41.0 ENTIRE AGREEMENT 32 SCHEDULE A PRODUCT LICENSE SCHEDULE TEMPLATE SCHEDULE B CUSTOMIZATION SCHEDULE SCHEDULE C CHANGE ORDER REQUEST FORM SCHEDULE ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  D MAINTENANCE SERVICES SCHEDULE E INFORMATION SECURITY SCHEDULE F BACKGROUND CHECKS SCHEDULE G RECOVERY Proprietary to Bank of America ii vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 1.0 DEFINITIONS 1.
conversations.from: human
conversations.value: Finish this: 1 All defined terms In this Agreement not otherwise defined in this Section shall have the meanings assigned in the part of this Agreement in which they are defined.1.2 ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Acceptance Date - the first Business Day after the day Bank of America accepts the Software or it is deemed accepted pursuant to the Section entitled "Acceptance. " 1.
conversations.from: human
conversations.value: Finish this: 3 Acceptance Period - the period commencing on the Installation Date and continuing for the number of days specified ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in each Product License Schedule, as such period may be extended pursuant to the Section entitled "Acceptance. " 1.
conversations.from: human
conversations.value: Finish this: 4 Affiliate - a business entity now or hereafter controlled by, controlling or under common control with a Party. Control exists when an entity owns or controls directly or indirectly 50% or more of the outstanding equity representing the right to vote for the election of directors or other managing authority of another entity.1.5 Associate Information - any non-public information about a Bank of America Representative, whether in paper, electronic, or other form that is maintained by or on behalf of Bank of America for a business purpose.1.6 Bank of America Customizations - Customizations listed on a Customization Schedule, which shall be owned ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  by Bank of America and subject to the Marketing Restrictions outlined in the Section entitled "Customizations. " 1.7 Bank Security Requirements- all bank security requirements as described in SCHEDULE E and the Bank of America Service Provider Security Requirements document provided separately.1.8 Business Continuity Plan - the policies and procedures that describe contingency plans, recovery plans, and proper risk controls to ensure Supplier's continued performance under this Agreement.1.9 Business Day - Monday through Friday, excluding days on which Bank of America is not open for business in the United States of America.1.10 Consumer Information - any record about an individual, whether in paper. electronic.
conversations.from: human
conversations.value: What are the missing spans: or other form, that is a consumer report as such term is defined in the ... seq. ) or is derived from a consumer report ... purpose. Consumer Information also means a compilation of such records. The term does ...
conversations.from: assistant
conversations.value: spans 1: Fair Credit Reporting Act (15 USC 1681 et 
  spans 2: and that is maintained or otherwise possessed by or on behalf of Bank of America for a business 
  spans 3: not include any record that does not identify an individual.1
conversations.from: human
conversations.value: What are the missing words: 11 Correction - a modification to Software to [words 1] (1) or more Errors.1.12 Customer Information - any record containing information about [words 2] its usage of Bank of America's services, or [words 3] customer's accounts, whether in paper, electronic, or other form [words 4] by or on behalf of Bank of America for [words 5] purpose.1.13 Customizations - modifications to the [words 6] at the request or Bank of America.1.
conversations.from: assistant
conversations.value: words 1: resolve one 
  words 2: a customer, 
  words 3: about a 
  words 4: that is maintained 
  words 5: a business 
  words 6: Licensed Programs and new coding made
conversations.from: human
conversations.value: What are the missing spans: 14 Customization Schedule - a document substantially In the form of SCHEDULE B attached hereto.1.15 Customization Status Report - a written report prepared by Supplier that describes the status of [spans 1] and reports all other information necessary or [spans 2] project to develop Customizations. Proprietary to Bank of America Page 1 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 1.16 [spans 3] by or on behalf of Supplier that describe [spans 4] regardless of format; (ii) user, operator, system administration, technical, support [spans 5] (iv) updates, changes and corrections to any of the forgoing that may be made during the Term of this Agreement.1.18 [spans 6] which this Agreement takes effect.1.19 Error - an [spans 7].
conversations.from: assistant
conversations.value: spans 1: the development and implementation, describes problems and the steps underway to resolve them, provides a report of hours expended to date for each Customization, 
  spans 2: desirable for Bank of America management to understand the status of the 
  spans 3: Delivery Date - the date on which Bank of America actually receives the Software from Supplier.1.17 Documentation - any and all: (i) materials created 
  spans 4: or relate to the functional, operational or performance capabilities of the Software, 
  spans 5: and other manuals, including but not limited to functional specifications, help files, flow charts, logic diagrams, programming comments, acceptance plan, if any, and portions of licensor's web site that in any way describe the Software; (iii) responses and other materials submitted by Supplier in response to any Bank of America Request for Information ("RFI"), Request for Proposal ("RFP") or Request for Quotation ("RFQ"); and 
  spans 6: Effective Date - the date set forth on the signature page on 
  spans 7: instance of failure of Software to be Operative
conversations.from: human
conversations.value: What are the missing words: An Error is a Class 1 ... Software unusable for its intended purpose. ... 2 Error if the Software is still usable for its intended purpose, but ... seriously inconvenient and the value to Bank ... of the Software is substantially reduced. All other Errors are Class 3 Errors.1.20 ... - the documents that describe how Supplier ... Bank of America in a manner ... confidentiality and information security requirements of this ... and Exhibits hereto.
conversations.from: assistant
conversations.value: words 1: Error if it renders the 
  words 2: An Error is a Class 
  words 3: such use is 
  words 4: of America of the use 
  words 5: Information Security Program 
  words 6: will provide services to 
  words 7: that complies with the 
  words 8: Agreement and all pertinent Schedules
conversations.from: human
conversations.value: Finish this: Such information security program must be approved by Supplier's board of directors or equivalent executive management prior to the Effective Date thereof and annually ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  thereafter. It must describe Supplier's network infrastructure and security procedures and controls that protect Confidential Information on a basis that meets or exceeds the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Bank Security Requirements.1.21 Installation Date - the date the Software has been properly installed.1.22 Installation Site - the building or complex of buildings at which Bank of America installs the Software.1.23 Intellectual Property Rights - all intellectual property rights throughout the world, including copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know how, authors' rights, rights of attribution,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: and other proprietary rights and all applications and rights to apply for registration or protection of such rights.1.
conversations.from: human
conversations.value: Finish this: 24 Licensed Programs - the computer programs and all Documentation for such computer programs described in each Product ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  License Schedule (including Source Code for such computer programs unless expressly stated otherwise in such Product License Schedule).1.
conversations.from: human
conversations.value: What are the missing spans: 25 Maintenance Fees - the fees for Maintenance Services set [spans 1] hours per day, seven (7) per week, [spans 2].
conversations.from: assistant
conversations.value: spans 1: forth in each Product License Schedule.1.26 Maintenance Period - unless otherwise specified in a Product License Schedule, the Maintenance Period shall be twenty-four (24) 
  spans 2: including Bank of America holidays.1
conversations.from: human
conversations.value: Finish this: 27 Maintenance Services - the services described in SCHEDULE D or in any Product License Schedule or Order with respect to any Licensed Program including telephone consultation, online and on-site technical support, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Error correction and the provision of Updates. Proprietary to Bank of America Page 2 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 1.28 Object Code - machine-readable computer instructions that can be executed...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: by a computer.1.29 Operative - conforming in all material respects to performance levels and functional specifications described in the Program Materials and in this Agreement.1.
conversations.from: human
conversations.value: Finish this: 30 Order - Product License Schedule, purchase order, work order, Customization Schedule or other written instrument executed, or electronic transmissions originated by, an authorized officer of Bank of America Supply Chain Management ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  directing Supplier in the provision of services substantially conforming to a form provided to Supplier by Bank of America. Unless otherwise provided in writing, the business terms in each Order relating to...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: description of the Licensed Program, pricing, and performance standards shall apply only to such Order.1.31 Party - Bank of America or Supplier.1.
conversations.from: human
conversations.value: Finish this: 32 Platform - the computer equipment and operating system which can execute the Object Code.1.33 Product or Products equipment, Software, firmware, system designs, Program ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Materials, Customizations, Maintenance Services, Documentation, training and any other goods or services this Agreement calls for Supplier to furnish or Supplier furnishes. Unless expressly...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: otherwise provided, Product or Products shall also mean any separate portion or part of the Product or Products that Supplier furnishes.1.
conversations.from: human
conversations.value: Finish this: 34 Product License Schedule - a document substantially ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in the form of SCHEDULE A attached hereto.1.
conversations.from: human
conversations.value: What are the missing spans: 35 Production Installation Date - the fifth consecutive Business Day upon which the Software ... the Software, including without limitation materials described ...
conversations.from: assistant
conversations.value: spans 1: has been used successfully to process Bank of America's work commercially in production.1.36 Program Materials - Supplier's proposals to Bank of America, Documentation, specifications and any other Documentation delivered in connection with 
  spans 2: in each Product License Schedule.1
conversations.from: human
conversations.value: Finish this: 37 Records - documentation of facts that include normal and customary documentation of facts or events for an industry, specific deliverables as designated, emails determined to be "records" because of the business or litigation purpose, any records documenting legal, regulatory, fiscal or administrative requirements.1.38 Relationship Manager(s) -the employee designated by a Party to act on its behalf with regard to matters arising under this Agreement who shall be the person the other Party shall contact in writing regarding matters concerning this Agreement.1.39 Repair Period - the time period commencing when Bank of America reports an Error to Supplier and continuing for four (4) hours or such other period as may be specified In a Product License Schedule.1.40 Representative an employee, officer, director, or agent of a Party.1.41 Software - the Licensed Programs and Object Code licensed by Supplier pursuant to a Product License Schedule that produces the results described in the Program Materials, together with the Documentation, all Corrections, Customizations and Updates and any Upgrades acquired by Bank of America pursuant to this Agreement, and, if licensed to Bank of America in this Agreement, the Source Code or other software programs offered by Supplier to the public on Supplier's Web site and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  used by Bank of America, notwithstanding any associated EULA, GPL or other license terms, any Updates thereto, and any related user manuals or Documentation. Proprietary to Bank of America Page 3 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 1.42 Source Code - the human-readable code from which a computer can compile or assemble the Object Code of a computer program, together with a description of the procedure for generating the Object Code.1.43 Subcontractor - a third party to whom Supplier has delegated or subcontracted any portion of its obligations set forth herein.1.44 Supplier Customizations - Customizations listed on a Customization Schedule, which Supplier shall own and license to Bank of America under the terms of this Agreement.1.45 Supplier Security Controls those controls implemented by Supplier as part of its Information Security Program that address each of the Bank Security Requirements, as modified from time to time.1.46 Term - the initial term of the Agreement or any renewal or extension.1.47 Time and Materials Rates - the rates specified in each Product License Schedule (or Order) that Supplier may charge for services provided under this Agreement which are not covered by the Maintenance Fee, or if not so specified, supplier's standard rates for such services.1.
conversations.from: human
conversations.value: Finish this: 48 Update - a set of procedures or new program code that Supplier implements to correct Errors and which may include modifications to improve ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  performance or a revised version or release of the Software which may incidentally improve its functionality, together with related Documentation.1.49 Upgrade - a new...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: version or release of computer programs licensed hereunder which Supplier makes generally available to its customers to improve the functionality of, or add functional capabilities to such computer programs, together with related...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Documentation. Upgrades shall include new programs which replace, or contain functionality similar to, the Software already licensed to Bank of America hereunder.1.50 Warranty Period - the time period specified in each Product License Schedule commencing on the Acceptance Date of the applicable Software component as extended pursuant to the Section entitled "Acceptance. " 1.51 Work in Progress - all plans, systems designs, Documentation, working materials, specifications, flow charts source code, documented test results and other Work Product prepared by Supplier pursuant to this Agreement or during development of the Customizations.1.
conversations.from: human
conversations.value: Finish this: 52 Work Product all information, data. materials, discoveries, inventions, drawings, works of authorship, documents, documentation, models, software, computer programs, software (including source code and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  object code), firmware, designs, specifications, processes, procedures, techniques, algorithms, diagrams, methods, and all tangible embodiments of each of the foregoing (in whatever form and...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: media) conceived, created, reduced to practice or prepared by or for Supplier at the request of Bank of America within the scope of services...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: provided under this Agreement, whether or not prepared on Bank of America's premises and all Intellectual Property Rights therein.2.
conversations.from: human
conversations.value: Finish this: 0 LICENSE 2.1 Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to install, use, execute and copy the Software described ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in each Product License Schedule as necessary to conduct Bank of America business in accordance with the terms and restrictions of this Section and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: any special terms and restrictions stated on the applicable Product License Schedule.
conversations.from: human
conversations.value: Finish this: Proprietary to Bank of America Page 4 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 2.2 In addition, Bank of America may, at no additional charge other than the Software license fees specified in each Product License Schedule, (i) install, use, execute and copy the Software for any backup, archival and emergency purposes and any internal, non-production Bank of America purpose including for test, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  development, and training; (ii) allow a third party outsourcer or service provider to install, use, execute and copy the Software solely in connection with its provision of services to Bank of America, provided that such use does not extend to providing services to others; and (iii) transfer the Software to any other Platform or Installation Site replacing that on which it was previously installed.2.
conversations.from: human
conversations.value: What are the missing words: 3 Bank of America may transfer [words 1] to other server operating systems or [words 2] whether or not in existence as of [words 3] which the Software is subsequently certified to operate, and Supplier shall [words 4] generally available versions of the Software, including [words 5] are reasonably necessary to accomplish such transfer, all at no additional [words 6] may for a reasonable period of time after the sale of a Affiliate of Bank of America or a division of Bank of America, provide [words 7] divested entity, processing services and/or similar activities which are or become [words 8] business, at no additional charge or fee. All restrictions set forth in this Agreement on Bank of America's use of the Software shall [words 9] any divested entity's use of the Software.2.5 The [words 10] the following restrictions: (a) Title to [words 11] (except the Bank of America Customizations) shall [words 12] licensors; (b) Bank of America shall not reverse engineer, reverse compile or disassemble [words 13] prior written consent of Supplier: and (c) [words 14] remove, obscure or deface any proprietary [words 15] the Software and shall include in each copy all proprietary notices contained in the Software.2.6 The licenses [words 16] right to install, use, execute and copy the [words 17] purposes.
conversations.from: assistant
conversations.value: words 1: the Software 
  words 2: database platforms, 
  words 3: the effective date of this Agreement, but on 
  words 4: provide Bank of America with any 
  words 5: required passwords or keys, that 
  words 6: charge.2.4 Bank of America 
  words 7: to such 
  words 8: incidental to Bank of America's 
  words 9: be deemed also to apply to 
  words 10: license is subject to 
  words 11: and ownership of the Software 
  words 12: remain with Supplier or its 
  words 13: any part of the Software without the 
  words 14: Bank of America shall not 
  words 15: legend relating to 
  words 16: set forth above shall include the 
  words 17: Source Code for test and development
conversations.from: human
conversations.value: Finish this: to modify it, to compile it into Object Code and to prepare ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  from it derivative works for internal use only. Bank of America must...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: keep the Source Code at the Source Code Installation Site named in SCHEDULE A. Bank of America may transfer Source Code to an alternate...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: source code installation site if Supplier is notified promptly after such relocation. Other copies may be made for backup and archival purposes and may be transferred to Bank of America's off-site backup storage and contingency operations sites only. Any additional charge for the Source Code Is specified in SCHEDULE A.2.
conversations.from: human
conversations.value: What are the missing spans: 7 If Bank of America is not in default of its [spans 1] Source Code Software for the Cardlytics Software and any Improvements of thereto subject to the payment schedule to Supplier [spans 2] B. Upon delivery, Bank of America will [spans 3].
conversations.from: assistant
conversations.value: spans 1: obligations under this Agreement or the General Services Agreement of even date between Supplier and Bank of America, then at Bank of America's request, Supplier shall deliver the then existing compiled and 
  spans 2: as outlined in Schedule A, Section 
  spans 3: have all license right outlined in Section 2.7.1: 2.7
conversations.from: human
conversations.value: Finish this: 1 Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to: (a) any patents related to or necessary or desirable to use the Software to the extent such patents are now held, licensed to or hereafter acquired by Supplier, for the purpose of allowing Bank of America and its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their rights as set forth in the Agreement), make, have made, enhance, improve and alter the Software (both in Object Code and Source Code form) as necessary to conduct Bank of America business in accordance with the terms and restrictions or this Section; (b) any Copyrights now held, licensed ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  to or hereafter acquired by Supplier in the Software for the purpose of allowing Bank of America and its Affiliates an permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their fights as set forth In the Agreement, produce derivative works from and Proprietary to Bank of America Page 5 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 display such Software (both in Object Code and Source Code for ); any (c) other Intellectual Property Rights or Supplier in the Software as are necessary or useful for Bank of America, its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute, enhance, improve and alter and copy the Software (both in Object...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Code and Source Code form) for the purpose of conducting Bank of America business in accordance with the terms and restrictions of this Section. Without limiting the foregoing, but subject to the restrictions set forth in Section 2.5 hereof, Bank of America may: (x) sublicense its rights granted herein to its third party contractors for the purpose of their performing services for Bank of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: America and its Affiliates (which services may include, without limitation, altering, modifying, enhancing and improving the Software and creating derivatives to the Software), provided that such third party contractors have entered into...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: a written agreement containing commercially standard confidentiality provisions requiring them to maintain the Source Code to the Licensed Programs securely and in confidence (subject to commercially standard exceptions), prior to having access...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: to the Source Code for the Software: (y) sublicense its rights in the Software excluding any rights in the Source Code, to its end user customers as necessary for Bank of America to provide services to such end user customers; and (z) host the Software on its systems (or allow a third party to host the Software on its behalf) and make the Software...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: available for use by its end user customers through the internet or other similar means. Any derivative works of or alterations, enhancements, modifications, or improvements to the Software created by Bank of America, its Representatives and Affiliates or their third party contractors shall be owned, and be freely assignable, by Bank of America, and Supplier shall have no rights therein (subject to Supplier's ownership...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of the underlying software). Without limiting the foregoing, Bank of America may freely transfer such Software to any other Platform or Installation Site replacing that on which it was previously installed.2.8 Supplier expressly acknowledges and agrees that the rights of Bank of America set forth in this Agreement shall inure to all Bank of America Affiliates, provided that Bank of America shall be responsible for the obligations of its Affiliates under this Agreement. Such Affiliates may execute Orders and purchase Licensed Programs hereunder.2.9 No Shrink Wrap Licenses. Supplier and Bank of America agree that no so-called "shrink wrap" or "click wrap" license terms shall apply to any Licensed Programs licensed to Bank of America hereunder. In the event that licenses or versions of the Licensed Programs that are...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: packaged with any such "shrink wrap" or "click wrap" license are delivered to Bank of America hereunder.
conversations.from: human
conversations.value: What are the missing spans: the terms and conditions of this Agreement and the applicable Order shall apply and not the [spans 1].
conversations.from: assistant
conversations.value: spans 1: terms of the "shrink wrap" or "click wrap" license.3
conversations.from: human
conversations.value: What are the missing words: 0 RELATIONSHIP MANAGER 3.1 Each Party shall designate an [words 1] Manager(s) to act on its behalf [words 2] matters arising under this Agreement and [words 3] other Party in writing of the [words 4] its Relationship Manager; however, the Relationship Manager shall [words 5] alter or amend any term, condition, or provision [words 6] Agreement. Either Party may change its [words 7] the other Party prior written notice.
conversations.from: assistant
conversations.value: words 1: employee Relationship 
  words 2: with regard to 
  words 3: shall notify the 
  words 4: name of 
  words 5: have no authority to 
  words 6: of this 
  words 7: Relationship Manager(s) by providing
conversations.from: human
conversations.value: Finish this: The Relationship Manager must be identified in a writing delivered to the other Party at least one (1) week prior to the commencement of any work under this Agreement.3.2 The Relationship Manager(s) shall meet via conference call with such frequency as Bank of America's Relationship Manager shall reasonably request. Bank of America may require ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  meetings in person at a site designated by Bank of America.3.3 Supplier shall provide the Bank of America Relationship Manager a Customization Status Report by the first and fifteenth day of each month until all Customizations are accepted. Proprietary to Bank of America Page 6 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 4.0 TERM 4.
conversations.from: human
conversations.value: Finish this: 1 This Agreement shall apply and remain in effect from the Effective ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Date and perpetually thereafter unless terminated pursuant to the Section entitled "Termination...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: " 5.
conversations.from: human
conversations.value: What are the missing spans: 0 TERMINATION 5.1 Bank of America may terminate this Agreement, an [spans 1] days prior written notice to Supplier. Termination of one Order shall not cause a termination of this Agreement or [spans 2] to either Party, the other Party may immediately terminate this Agreement, the applicable Order or [spans 3] written notice of termination. A Termination Event [spans 4] the breach is not cured within thirty (30) calendar days after written notice of the breach and intent to terminate is provided by the other Party; (b) a Party becomes insolvent (generally unable to pay its [spans 5] of its creditors; (c) Supplier either: (i) merges with another entity, (ii) suffers a transfer involving fifty (50%) percent or more of any class of its voting securities or (iii) [spans 6] assign this Agreement in breach of the Section entitled "Non-Assignment. " In the event of a Termination Event described in item (a) above with respect [spans 7].
conversations.from: assistant
conversations.value: spans 1: Order and/or any Customization Schedule(s) for its convenience, without cause, at any time without further charge or expense upon at least forty-five (45) calendar 
  spans 2: any other Order, unless otherwise specified by Bank of America.5.2 In addition to any other remedies available to either Party, upon the occurrence of a Termination Event (as defined below) with respect 
  spans 3: any Customization Schedule that is subject of the Termination Event by providing 
  spans 4: shall have occurred if: (a) a Party materially breaches its obligations under this Agreement, an Order or any Customization Schedule under this Agreement and 
  spans 5: debts as they became due) or the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or makes a general assignment for the benefit 
  spans 6: transfers all, or substantially all, of its assets; (d) in providing services hereunder, Supplier violates any law or regulation governing the financial services Industry, or causes Bank of America to be in material violation of any law or regulation governing the financial services industry; (e) Bank of America has the right to terminate under the Section entitled "Pricing/Fees"; or (f) a Party attempts to 
  spans 7: to an Order, only the applicable Order shall be subject to termination
conversations.from: human
conversations.value: Finish this: Breach of one Order shall not constitute a default of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  any other Order, unless otherwise agreed in writing between the Parties.5.
conversations.from: human
conversations.value: What are the missing words: 3 In addition to the Termination [words 1] the Services Schedule A of the General Services Agreement of [words 2] parties to this Agreement expires, does not renew or terminates for any reason within the initial [words 3] not reached agreement on the delivery of the [words 4] terminate this Software License, Customization and Maintenance [words 5] License, shall terminate at the same [words 6] all Software delivered pursuant to this Agreement [words 7] documentation therefore constitute "intellectual property" under Section [words 8] the Code (11 U.S. C. section 101(35A)).
conversations.from: assistant
conversations.value: words 1: Events above, if 
  words 2: even date between the 
  words 3: term and the Parties have 
  words 4: Software herein, then Cardlytics may 
  words 5: Agreement, including without limitation the Term 
  words 6: time.5.4 The Parties agree that 
  words 7: and the 
  words 8: 101(35A) of
conversations.from: human
conversations.value: What are the missing spans: Supplier agrees that if it, as a [spans 1] retain its rights under this Agreement as provided in [spans 2] Code. Bank of America, and any Intellectual Property Rights, licenses [spans 3] Agreement with respect to any Licensed [spans 4] Product License Schedule pursuant to Section 5.2 after [spans 5] license fees payable with respect to such [spans 6].
conversations.from: assistant
conversations.value: spans 1: debtor-in-possession, or if a trustee in bankruptcy for Supplier, in a case under the Code, rejects this Agreement, Bank of America may elect to 
  spans 2: Section 365(n) of the 
  spans 3: or assignments from Supplier of which Bank of America may have the benefit, shall receive the full protection granted to Bank of America by applicable bankruptcy law.5.5 The licenses granted in this 
  spans 4: Program shall not terminate for any reason unless Supplier terminates the applicable 
  spans 5: Bank of America fails to pay in full the undisputed portion of 
  spans 6: Licensed Program under such Product License Schedule.5
conversations.from: human
conversations.value: Finish this: 6 In addition to the rights of Bank of America set forth in this Section, (a) If Bank of America terminates any Product License Schedule for material default by Supplier prior to ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  the Acceptance Date of the Software, Bank of America shall be entitled to a full refund, within thirty (30) calendar days after notice of termination, of all license fees, Maintenance Fees and...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: other fees paid Proprietary to Bank of America Page 7 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 hereunder; and (b) Bank of America may...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: terminate Maintenance Services under any Product License Schedule or Order for convenience...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: at any time, and Bank of America shall then have no obligation to pay any additional Maintenance Fees, other than for Maintenance Services performed through the date of termination. Bank of America may terminate the Maintenance Services under any Product License Schedule or Order for material default by Supplier, upon Bank of America's termination of such Maintenance Services for default, Bank of America shall...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: be entitled to a pro rata refund of all prepaid Maintenance Fees for the period after the date of termination.5.
conversations.from: human
conversations.value: Finish this: 7 Supplier shall deliver all Work in Progress relating to Bank of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  America Customizations to Bank of America within five (5) calendar days after...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the effective date of termination under Sections 5.1, 5.2, and 5.3 above. All right, title and interest in such Work in Progress relating to Bank of America Customizations (including copyright) shall be...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: deemed assigned to and vested in Bank of America.5.
conversations.from: human
conversations.value: What are the missing spans: 8 In the event of expiration or termination of this ... additional cost to Bank of America and through the period of ... material disruption to Bank of America business and operations. The fees ... effect at the expiration or termination of this Agreement. In ... writing. For the avoidance of doubt, Bank of America ... hereunder. Reimbursement of all extraordinary costs and expenses incurred outside of the Agreement terms and conditions will ...
conversations.from: assistant
conversations.value: spans 1: Agreement, an Order or of Maintenance Services under this Agreement, Supplier agrees that upon the request of Bank of America, Supplier will, at no 
  spans 2: paid up Maintenance Services, continue uninterrupted operations, conclude and cooperate with Bank of America in the transition of the business at Bank of America's direction and in a manner that causes no 
  spans 3: associated with such transition shall be in accordance with the fees in 
  spans 4: no event shall the transition exceed one hundred eighty (180) calendar days from the date of termination unless the Parties otherwise agree in 
  spans 5: agrees to pay Supplier all undisputed fees for Maintenance Services rendered up to the date of termination or expiration pursuant to the related terms 
  spans 6: be agreed upon by Supplier and Bank of America in writing prior to their incurrence.5
conversations.from: human
conversations.value: What are the missing spans: 9 The rights and obligations of [spans 1] the provisions of the following Sections, "AUDIT, "CONFIDENTIALITY AND INFORMATION PROTECTION," "INDEMNITY," "LICENSE,'' "LIMITATION OF LIABILITY. "MEDIATION/ARBITRATION," "OWNERSHIP [spans 2] Supplier an Order or other written authorization delivered in hard copy, via facsimile or other form of electronic communication referring to this Agreement.
conversations.from: assistant
conversations.value: spans 1: the Parties which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes including, without limitation, 
  spans 2: OF WORK PRODUCT" and "MISCELLANEOUS" shall survive in perpetuity any termination of this Agreement.6.0 ORDERING, DELIVERY AND INSTALLATION 6.1 To order Product(s), Bank of America or any of its Affiliates shall Issue
conversations.from: human
conversations.value: Finish this: Bank of America shall not be obligated to pay for Product in the absence ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of such an Order. Supplier shall not deliver software not licensed to Bank of...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: America.6.
conversations.from: human
conversations.value: Finish this: 2 Supplier shall, at Bank of America's election, either (i) electronically deliver the Software and Documentation to Bank of America premises from a remote location via electronic transmission, such as over telecommunications networks (e. g. , file transfer protocol), by granting Bank of America downloading access through a secured web site, without Bank of America receiving or retaining possession of the Software and Documentation in the form of tangible personal property, such as tapes, disks or printed materials ("Electronic Delivery"), or (ii) deliver to and install the Software and Documentation at a ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Bank of America facility and depart the facility with all storage devices and resources used to deliver and install the Software and Documentation ("Load and Leave"). If the Software and Documentation are received through Electronic Delivery or through a Load and Leave exchange, no tangible personal property will transfer to or come into the possession of Bank of America from Supplier in fulfillment of Bank of America's entitlements to the Software and Documentation. Shipment and delivery of the Software shall be deemed Proprietary to Bank of America Page 8 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: What are the missing spans: S-1, 1/12/2018 complete upon Supplier transmitting the Software to Bank of America or Supplier making it accessible by Bank of America for downloading, whichever Is applicable. Any other delivery method [spans 1] applicable Product License Schedule.
conversations.from: assistant
conversations.value: spans 1: shall be by exception only and shall be clearly documented in the
conversations.from: human
conversations.value: Finish this: If there is not a preference to delivery in such Product License Schedule, then ii is assumed that all Software and all Updates are by Electronic Delivery or by Load and Leave ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  delivery to Bank of America.6.
conversations.from: human
conversations.value: Finish this: 3 Supplier shall be responsible for and shall bear any and all risk of loss or disclosure of, or damage to, Software until delivery to the Installation Site.6.4 After delivery of Software, Bank of America shall attempt diligently to install it on the Platform ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  using adequate numbers of technically skilled personnel, and shall notify Supplier promptly after the Software has been properly installed. Alternatively, Bank of America may request Supplier in writing to install the Software at the Time and Material Rates, unless otherwise expressly agreed in an...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Order.6.
conversations.from: human
conversations.value: Finish this: 5 Supplier shall provide at, no additional charge, installation Documentation and reasonable telephonic off site consultation and assistance as necessary for Bank of America to install the Software, together with the installation support, if any, described in an Order.7.0 CUSTOMIZATIONS 7.1 Supplier shall provide Bank of America, within twenty-one (21) calendar days after receipt of the Bank of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  America's request setting forth the relevant requirements, with a written estimate of the cost of the Customizations. Bank of America may direct Supplier to provide such written estimate on a time and materials basis or a fixed price basis, and Supplier shall comply with such direction. Supplier's response shall set forth the Delivery Target Date for such Customizations.7.
conversations.from: human
conversations.value: Finish this: 2 Bank of America may submit to Supplier an Order or other written authorization for Customizations, stating Bank of America's preferred Delivery Target Date for Customizations and the terms for the Customizations, as proposed by Supplier pursuant to the preceding section. Unless Supplier notifies Bank of America of its rejection of Bank of America's written order within five (5) Business Days after its receipt, it shall be ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  deemed accepted. Bank of America shall not be obligated to pay for Customizations or time and materials supplied in the absence of an Order or written authorization. The parties shall execute a Customization Schedule for each Customization.7.3 Bank of America and Supplier shall agree in writing on the functional, technical and performance specifications of any Customizations. The specifications for each customization shall be described in a Customization Schedule.
conversations.from: human
conversations.value: Finish this: Such specifications shall be subject to the Section entitled "Acceptance" and Supplier shall make such reasonable changes to the specifications or such preliminary documents as ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Bank of America may request. In accordance with Section 7.4, if applicable, at Bank of America's written request, accompanied by an Order or other written authorization.
conversations.from: human
conversations.value: Finish this: Supplier shall prepare functional. technical and performance specifications for Customizations prior to undertaking Customizations. Supplier shall deliver to Bank of America the Source Code and Object Code for Bank of America Customizations.7.4 ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Change Orders; A. If Bank of America requests a material change in the Customization specifications prior to acceptance of the Customizations, Supplier shall prepare revised specifications within fifteen (15) calendar days reflecting...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the price effect of Bank of America's request. Bank of America shall accept or reject Supplier's proposal within fifteen (15) calendar days after receipt...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: thereof. The Parties shall make any appropriate amendment to the Customization Schedule. Proprietary to Bank of America Page 9 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 B. Unless otherwise directed by Bank...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of America, Supplier shall continue to develop the Customizations using the Customization specifications in effect at the time Bank of America requests the change. Supplier may amend Customization specifications at no charge at its option, provided that Supplier shall obtain Bank of America's written consent to such amendment. At Supplier's option, Supplier may use the Change Order form to obtain Bank of America's consent.7.
conversations.from: human
conversations.value: Finish this: 5 Supplier shall provide Bank of America sufficient access to the development site and Supplier personnel so that Bank of America may have a reasonable opportunity to evaluate the status of any Customizations. Suppler shall notify Bank of America of, and Bank ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of America may at its request participate in, alpha, beta and quality assurance tests for the Customizations.7.6 Commencing upon the Customization Delivery Date, Bank of America shall perform acceptance tests on the Customizations, following the procedure set forth in the Section entitled...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: "Acceptance.
conversations.from: human
conversations.value: Finish this: " If Bank of America rejects Customizations in accordance with the procedure set forth in the Section entitled "Acceptance," Bank of America has no ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  further obligation to pay Supplier for them and shall receive a full refund of all amounts previously paid for that Customization.7.
conversations.from: human
conversations.value: Finish this: 7 Marketing Restrictions. Unless specified in the applicable customization Schedule or otherwise agreed, all Customizations shall be deemed Bank of America Customizations. Bank of America shall own all right, title, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  and interest in and to the Bank of America Customizations as Work Product in accordance with Section 39.0. Supplier shall not provide a Bank of America Customization to any third party.
conversations.from: human
conversations.value: Finish this: In the event that any Bank of America Customization is furnished or plan, design or specification for producing the same has been specifically designed, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  developed or modified for or by Bank of America, then no such Bank of America Customization, plan, design or specification shall be duplicated or...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: furnished to others by Supplier without the prior written consent of Bank of America.8.
conversations.from: human
conversations.value: Finish this: 0 SOURCE CODE CUSTODY 8.1 The provisions of this Section ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  shall apply only to the Source Code for the Licensed...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Programs.
conversations.from: human
conversations.value: What are the missing words: The Source Code for the Bank [words 1] use by Bank of America without [words 2] forth in this Section.8.2 With each delivery [words 3] Bank of America hereunder, Supplier shall deliver to [words 4] of America the Source Code for [words 5] new releases of the Software. Until a Release Condition [words 6] Section 8.
conversations.from: assistant
conversations.value: words 1: of America Customizations may be 
  words 2: any of the restrictions set 
  words 3: of Software to 
  words 4: Bank 
  words 5: all Software and for all Updates, Upgrades and 
  words 6: (as defined in
conversations.from: human
conversations.value: What are the missing words: 6) occurs and the conditions of [words 1] satisfied, Bank of America shall not permit access to or use of [words 2] expressly provided herein.8.3 Bank of America [words 3] which it shall place the Source Code and [words 4] of one or more of its officers, [words 5] identity shall be available to Supplier at [words 6] times. Bank of America shall exercise the degree of [words 7] obligations hereunder that Bank of America then exercises [words 8] America proprietary data of a similar nature, but not less [words 9] care. Bank of America acknowledges that the [words 10] and Bank of America shall have an obligation to preserve and protect the [words 11] the Source Code.8.
conversations.from: assistant
conversations.value: words 1: Section 8.7 have been 
  words 2: the Source Code, except as 
  words 3: shall establish a secure receptacle in 
  words 4: shall put the receptacle under supervision 
  words 5: whose 
  words 6: all 
  words 7: care in carrying out its 
  words 8: with respect to Bank of 
  words 9: than reasonable 
  words 10: Source Code is proprietary data, 
  words 11: confidentiality of
conversations.from: human
conversations.value: Finish this: 4 Supplier grants Bank of America the right to duplicate the Source Code only as necessary to preserve and safely store the Source Code and as expressly permitted in this Section. Bank of America shall reproduce in ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  all copies of the Source Code made by Bank of America any proprietary or confidentiality notices contained in the Source Code when originally delivered by Supplier. Proprietary to Bank of America Page 10 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: Finish this: S-1, 1/12/2018 8.5 Upon delivery of the Source Code to Bank of America by Supplier, including in connection with any Upgrade, Update or new release, Bank of America shall have the right to verify the Source Code for accuracy, completeness and sufficiency, and to confirm that it compiles to the pertinent object code of the Software. ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Bank of America shall notify Supplier of the dates on which any such verification will be conducted, and the results thereof. Bank of America may temporarily release the Source Code for this purpose only, but all copies of the Source Code shall be returned to the designated storage location as soon as the verification is completed.
conversations.from: human
conversations.value: Finish this: Supplier may elect to observe the verification process at its own expense.8.6 Any or the following events shall be Release Conditions for purposes of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  this Section: (a) Supplier defaults on any of its maintenance obligations herein; (b) Supplier ceases to provide maintenance for the Software; (c) Supplier ceases...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: doing business in the ordinary course, files or has filed against it a petition under bankruptcy Code, becomes insolvent or has a receiver appointed for all or a substantial part of its business; or (d) Bank of America terminates this Agreement for cause pursuant to the terms hereof.8.7 If a Release Condition has occurred, Bank of America may immediately release the Source Code for...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the purposes described in Section 8.8, following the issuance of a written...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: statement to Supplier by Bank of America's executive management, stating that a Release Condition has occurred.8.
conversations.from: human
conversations.value: Finish this: 8 Supplier hereby grants to Bank of America a nonexclusive, fully paid, irrevocable, royalty-free, world-wide license to use, modify, copy, produce derivative works from, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  display, disclose to persons who have entered into a written agreement containing substantially the same confidentiality provisions as in this Agreement for the purpose...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of maintaining the Software for Bank of America, and otherwise to utilize the Software and the Source Code and other materials necessary to maintain and improve the Software for use by Bank...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: of America, subject always to the limitations In this Agreement on reproduction and use of the Software.9.0 DOCUMENTATION 9.
conversations.from: human
conversations.value: Finish this: 1 At no additional charge and in accordance with the delivery method specified in each Product License Schedule, Supplier shall deliver a complete set of Documentation for the Software at the same ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  time as the Software is delivered and for every Customization and Upgrade delivered to Bank of America. The Documentation shall describe fully the proper procedure for using the Software and provide sufficient...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: information to enable Bank of America to operate all features and functionality...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of the Software on the Platform.
conversations.from: human
conversations.value: What are the missing words: Supplier shall deliver reasonable Documentation to allow Bank of America to [words 1] and use each Update. Except as otherwise provided [words 2] Section 39.0, "Ownership of Work Product", [words 3] for internal purposes all Documentation furnished [words 4] Supplier, including displaying the Documentation on Bank [words 5] distribution system, in part or in whole. Documentation for Customizations, [words 6] Upgrades shall meet or exceed the level [words 7] completeness of the Documentation for the [words 8] Programs.9.
conversations.from: assistant
conversations.value: words 1: install 
  words 2: in 
  words 3: Bank of America may use and reproduce 
  words 4: by 
  words 5: of America's intranet or other internal electronic 
  words 6: Updates and 
  words 7: of quality, form and 
  words 8: Licensed
conversations.from: human
conversations.value: Finish this: 2 Supplier shall, in accordance with the delivery method specified in each Product License Schedule, deliver updated Documentation to Bank of America concurrently with delivery of any Upgrades or Customizations or any other occasion of issuance of updated Documentation.10.0 ACCEPTANCE 10.1 During the Acceptance Period, Bank of America shall perform whatever acceptance tests on the Software it may wish to confirm that the Software ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  is Operative. If Bank of America discovers during the Acceptance Period that any Software is not Operative, Bank of America shall notify Supplier of the deficiencies. Supplier, at its own expense, shall modify, repair, adjust or replace the Software to make it Operative within fifteen (15) calendar days after the date of Bank of America's deficiency notice. Bank of America may perform additional acceptance...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: tests during a Proprietary to Bank of America Page 11 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: What are the missing words: S-1, 1/12/2018 period commencing when Supplier has delivered revised Software correcting all the [words 1] noted. This restarted Acceptance Period shall [words 2] the initial Acceptance Period, unless Bank [words 3] the Software in writing.
conversations.from: assistant
conversations.value: words 1: deficiencies Bank of America has 
  words 2: have a duration equal to that of 
  words 3: of America earlier accepts
conversations.from: human
conversations.value: What are the missing words: If the Software, at the end of [words 1] extended, still is not Operative in Bank [words 2] with Supplier, Bank of America may reject [words 3] for material breach or, at its option, repeat the procedure of this section as often [words 4] necessary. If Bank of America does not notify Supplier of acceptance [words 5] of the Software, it shall be deemed accepted at the end [words 6] Period extended pursuant to this section. If not previously accepted, [words 7] deemed accepted upon the Production Installation Date.10.
conversations.from: assistant
conversations.value: words 1: the Acceptance Period as so 
  words 2: of America's judgment after consultation 
  words 3: the Software and terminate this Agreement 
  words 4: as it determines is 
  words 5: or rejection 
  words 6: of the Acceptance 
  words 7: the Software shall also be
conversations.from: human
conversations.value: What are the missing spans: 2 Bank of America shall use [spans 1] Upgrades. If Bank of America finds an Upgrade not to be Operative and rejects it, Bank of America shall have no obligation to [spans 2] America for an additional charge above Maintenance Services, and Supplier shall continue to support the version or release of the Software that Bank of America has installed.11.0 MAINTENANCE SERVICES [spans 3].
conversations.from: assistant
conversations.value: spans 1: the procedure in this Section to determine acceptance of Customizations and 
  spans 2: pay for such Upgrade if Supplier provided the Upgrade to Bank of 
  spans 3: 11
conversations.from: human
conversations.value: Finish this: 1 Supplier shall provide the Maintenance Services attached hereto as SCHEDULE D.12.0 UPGRADES 12.1 Supplier shall offer Upgrades to Bank of America whenever Supplier makes Upgrades generally available to its other customers. ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Unless otherwise agreed to in a Product License Schedule, Supplier shall deliver by Electronic Delivery or by Load and Leave delivery each Upgrade to Bank of America at no additional charge as...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: part of Maintenance Services.12.2 Supplier shall notify Bank of America as far in advance as reasonably possible, but in no event less than six (6) months prior to release, of all Upgrades and Software replacements/ phase-outs, and shall provide Bank of America all relevant release notes and other Documentation as soon as possible after notification.12.
conversations.from: human
conversations.value: What are the missing spans: 3 Supplier shall continue to provide [spans 1] version of Software Bank of America has installed for at least twenty-four (24) months after Supplier makes an Upgrade generally available to its customers.13.
conversations.from: assistant
conversations.value: spans 1: Maintenance Services on the terms and conditions of this Agreement for the
conversations.from: human
conversations.value: What are the missing spans: 0 TRAINING 14.1 Supplier shall provide, at the rates and fees specified in [spans 1] personnel on Bank of America premises [spans 2] America. Supplier shall provide training Documentation for each attendee at [spans 3].
conversations.from: assistant
conversations.value: spans 1: an Order, if any, the training classes called for in an Order in use, operation and maintenance of the Software for Bank of America 
  spans 2: on dates to be specified by Bank of 
  spans 3: any classes Supplier conducts
conversations.from: human
conversations.value: Finish this: Prices for additional classes, if any, shall be specified in an Order. If Supplier agrees to allow Bank of America to train Bank of America personnel, Supplier shall provide Bank of America, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  at the rates and fees specified in an Order, if any, all trainer/class leadership materials Supplier has available or used in connection with the classes conducted for Bank of America. Bank of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: America may duplicate these materials for Bank of America's use exclusively and use them to conduct other classes at Bank of America's convenience. Proprietary to Bank of America Page 12 vTIP2010 Source:...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: CARDLYTICS, INC. , S-1, 1/12/2018 15.0 PRICING/FEES 15.
conversations.from: human
conversations.value: Finish this: 1 Software license fees, Maintenance Fees and the method of payment shall ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  be set forth in each Order or the applicable Order. Fees for...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: additional services not listed on an Order shall be as mutually agreed in writing between Bank of America and Supplier prior to performance.15.
conversations.from: human
conversations.value: Finish this: 2 If the Order is for Customizations, fees and the method of payment are set forth in the applicable Customization Schedule.15.3 Fees for services, other than Maintenance Services listed in SCHEDULE A, B and D or an Order are subject to the standard of measurement or evaluation applicable to the commercial production and sale of similar Products and services provided by Supplier under this ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Agreement ("Industry Benchmarking") at any time at Bank of America's option, and may be reduced based on the results. Bank of America shall give notice to Supplier of any proposed fee reduction including the effective date of such fee reduction. Supplier shall notify Bank of America of its acceptance or rejection of the proposed fee reduction within fifteen (15) calendar days of Supplier's receipt...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of notice.
conversations.from: human
conversations.value: Finish this: If Supplier does not give notice to Bank of America, such fee reduction shall be deemed accepted and invoices shall be adjusted accordingly. If ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Supplier rejects a proposed fee reduction, Bank of America may terminate the services engagement with no further liability.16.0 INVOICES TAXES/PAYMENT 16.
conversations.from: human
conversations.value: Finish this: 1 Supplier shall submit invoices, in accordance with the timeframes specified in SCHEDULE A, to the address set forth in SCHEDULE A or the applicable Order. Bank of America ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  requires Suppliers to accept payment through electronic media in one of the following agreed upon methods; credit card using the Bank of America ePayables process, ACH, or electronic check.
conversations.from: human
conversations.value: What are the missing spans: In the event that the agreed upon method of payment is through the Bank of America ePayables process using purchase [spans 1] America. Supplier shall electronically invoice Bank of America using the Bank of America [spans 2] tool. Each invoice shall specify the amount for [spans 3] America, (ii) the method of electronic [spans 4].
conversations.from: assistant
conversations.value: spans 1: cards, the Supplier shall, at no additional cost to Bank of America, ensure Supplier has the capability to process purchasing cards, prior to submitting invoices to Bank of 
  spans 2: designated e-Procurement 
  spans 3: each item on the invoice and include the following: (i) the slate where Supplier will electronically deliver the Software and Documentation to Bank of 
  spans 4: delivery, (iii) the state where services are to be performed, (iv) the Agreement reference number as Indicated on the signature page of this Agreement), and (v) the Order number if applicable.16.2 The items listed on Supplier's invoice must appear in the same sequence as listed on the Order.16
conversations.from: human
conversations.value: Finish this: 3 Invoices that omit the state of Electronic Delivery. the method of Electronic Delivery, the state where services are to be performed, the Agreement reference number and Order number of applicable, or ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  that fail to list Products and services separately, or that are incorrect, incomplete or list Products or services that were not requested in writing by Bank of America will not be paid.
conversations.from: human
conversations.value: Finish this: The Relationship Manager for Bank of America will contact the Supplier Relationship Manager to ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  address the situation informally prior to initiating the dispute resolution process under this Agreement.16.
conversations.from: human
conversations.value: What are the missing spans: 4 Bank of America shall pay ... the date of receipt of a valid and correct invoice by Bank of America. Bank of America reserves the right to pay ... period. If Bank of America pays within thirty (30) calendar ... amount for Services. Proprietary to Bank of ...
conversations.from: assistant
conversations.value: spans 1: Supplier for all services and applicable taxes invoiced In arrears in accordance with the terms of this Agreement, within sixty (60) calendar days of 
  spans 2: prior to the expiration of the sixty (60) day 
  spans 3: days of receipt of a valid invoice by Bank of America, a discount of two percent (2%) will be subtracted from the total invoice 
  spans 4: America Page 13 vTIP2010 Source: CARDLYTICS, INC
conversations.from: human
conversations.value: Finish this: S-1, 1/12/2018 16.5 Unless otherwise agreed upon by Bank of America, (i) all charges for Maintenance Services shall be invoiced in accordance. with the terms specified in the applicable Order, (ii) charges for Software shall be invoiced on the Acceptance Date, and (iii) all other charges shall be invoiced when incurred. Invoices shall contain such detail as Bank of America may reasonably require from time to time. Amounts not invoiced ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  by Supplier to Bank of America within three (3) months after such amounts could first be invoiced under this Agreement may not thereafter be invoiced, and Bank of America shall not be required to pay such amounts.16.6 Invoices shall include and list all applicable sales, use, or excise taxes that are a statutory obligation of Bank of America as separate line items identifying each separate tax category and taxing authority.
conversations.from: human
conversations.value: What are the missing words: Bank of America will reimburse Supplier ... or excise taxes levied on amounts payable by ... to Supplier pursuant to this Agreement, ... not be responsible for remittance of such taxes to applicable tax authorities.16.7 ... America shall not be responsible for any ad valorem, income, gross ... or occupational taxes of Supplier.
conversations.from: assistant
conversations.value: words 1: for all sales, use 
  words 2: Bank of America 
  words 3: however, Bank of America shall 
  words 4: Bank of 
  words 5: receipts, franchise, privilege, value added
conversations.from: human
conversations.value: Finish this: Bank of America and Supplier shall each bear sole responsibility for all taxes, assessments and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  other real or personal property- related levies on its owned or leased real or personal...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: property.16.
conversations.from: human
conversations.value: What are the missing words: 8 Supplier shall be responsible for [words 1] penalties related to any assessment by [words 2] as contemplated by Section 16.6 to the extent that [words 3] and timely invoice Bank of America for such taxes and [words 4] the applicable taxing authority.
conversations.from: assistant
conversations.value: words 1: the payment of all taxes, interest and 
  words 2: a taxing authority 
  words 3: Supplier fails to accurately 
  words 4: remit such taxes directly to
conversations.from: human
conversations.value: Finish this: In the event that a taxing authority performs a sample and projection audit on Bank of America, then Supplier shall be responsible for the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  payment of all projected tax amounts including all interest and penalties on any projected taxes assessed resulting from taxing errors identified by such taxing...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: authority on Supplier's Invoices, provided however, that Supplier shall receive timely notice that such invoice is included In a tax authority's audit and Supplier has the right to produce documentation to support...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: that the tax was satisfied. In the event Supplier voluntarily registers to collect sales tax at some future date, and wishes to remit historical taxes Supplier deems due, Bank of America will only be responsible for the taxes due for the time period that Bank of America is statutorily obligated to the tax authorities in each state.16.9 Supplier shall fully cooperate with Bank of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: America's efforts to identify taxable and nontaxable portions of amounts payable pursuant to this Agreement (including segregation of such portions on invoices) and to obtain refunds of taxes paid, where appropriate. Bank...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: of America may furnish Supplier with certificates or other evidence supporting applicable exemptions from sales, use or excise taxation. If Bank of America pays...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: or reimburses Supplier under this Section, Supplier hereby assigns and transfers to Bank of America all of its right, title and interest in and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: to any refund for taxes paid.
conversations.from: human
conversations.value: What are the missing spans: Any claim for refund of taxes against ... option. Bank of America may initiate and manage litigation brought in the name of Bank of America or ...
conversations.from: assistant
conversations.value: spans 1: the assessing authority may be made in the name of Bank of America or Supplier, or both, at Bank of America's 
  spans 2: Supplier, or both, to obtain refunds of amounts paid under this Section
conversations.from: human
conversations.value: What are the missing spans: Supplier shalt cooperate fully with Bank of [spans 1].
conversations.from: assistant
conversations.value: spans 1: America in pursuing any refund claims, including any related litigation or administrative procedures.16
conversations.from: human
conversations.value: What are the missing words: 10 Supplier shall keep and maintain complete [words 1] with generally accepted accounting principles consistently applied to support [words 2] to Supplier hereunder. Upon request from [words 3] of America, Supplier shall provide to [words 4] designated by Bank of America) access to such Records for [words 5] auditing such Records during normal business hours. Supplier shall [words 6] all Records required under this Section in accordance [words 7] of this Agreement, after the amounts documented [words 8] Records become due.
conversations.from: assistant
conversations.value: words 1: and accurate accounting Records in accordance 
  words 2: and document all amounts becoming payable 
  words 3: Bank 
  words 4: Bank of America (or a Representative 
  words 5: the purpose of 
  words 6: retain 
  words 7: with the Section entitled "Audit" 
  words 8: In such
conversations.from: human
conversations.value: What are the missing spans: Supplier shall Proprietary to Bank of America [spans 1] INC. , S-1, 1/12/2018 cooperate fully with [spans 2] taxes. Upon request from Bank of America, [spans 3] reflected on such invoices as contemplated by Section 16.9.17.0 EXPORT LAWS 17.
conversations.from: assistant
conversations.value: spans 1: Page 14 vTIP2010 Source: CARDLYTICS, 
  spans 2: Bank of America and any taxing authority involving any audit of sales, use or excise 
  spans 3: Supplier will provide copies of invoices in electronic form that have been selected for review by any taxing authority, together with documents supporting the identification of taxable and nontaxable portions of amounts
conversations.from: human
conversations.value: What are the missing spans: 1 Export of Software. To the extent the Software [spans 1] ("ECCN") for such Software is set forth on the applicable Product License Schedule; and (b) Supplier has obtained all necessary [spans 2] which are required to be made under the EAR in order for Bank of America to be able to use such Software as [spans 3] America may not export such Software to any countries (or the nationals thereof) in [spans 4] (as such provision may be hereafter amended); (ii) Bank of America may not export such Software in violation of any [spans 5] the NSA (unless such exports are made to Bank [spans 6] "U.S. Subsidiaries" under Part 772 of the EAR), and to [spans 7] Schedule. Supplier will hereafter communicate to Bank [spans 8].
conversations.from: assistant
conversations.value: spans 1: contains any cryptographic functionality that would subject it to the provisions of the United States Export Administration Regulations (the "EAR"), Supplier hereby represents and warrants that: (a) the Export Control Classification Number 
  spans 2: licenses, if any, and submitted all necessary prior notifications and review requests (without receipt of any objection) to the Bureau of Industry and Security ("BIS'') and the National Security Agency (the "NSA), 
  spans 3: contemplated hereunder and in accordance with (and subject to) the provisions of the Agreement and the applicable Product License Schedule, outside of the United States, subject to the following: (i) Bank of 
  spans 4: Country Group E:1 on Supplement No.1 to Part 740 of the EAR 
  spans 5: prohibitions of EAR Parts 744 and 746 (as such provisions may be amended from time to time); and (iii) Bank of America may have obligations to make periodic reports to BIS and/or 
  spans 6: of America Affiliates which are classified as 
  spans 7: the extent such reports are required, Supplier has provided, or will provide, a brief summary of such requirements, as given to the best of its knowledge, on the applicable Product License 
  spans 8: of America any additional laws and regulations relevant to Bank of America's export, reexport, sale or other disposition of Product pursuant to this Agreement 18.0 MUTUAL REPRESENTATIONS AND WARRANTIES 18
conversations.from: human
conversations.value: Finish this: 1 Each Party represents and warrants the following: (a) the Party's execution, delivery and performance of this Agreement (i) have been authorized by all necessary corporate action, (ii) do not violate the terms of any law, regulation, or court order to which such Party is subject or the terms of any material agreement to which the Party or any of its assets may be ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  subject and (iii) are not subject to the consent or approval of any third party; (b) this Agreement is the valid and binding obligation of the representing Party, enforceable against such Party in accordance with its terms; and (c) such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party's performance of its obligations hereunder.19.
conversations.from: human
conversations.value: Finish this: 0 REPRESENTATIONS AND WARRANTIES OF SUPPLIER 19.1 In rendering its obligations under this Agreement, without limiting other applicable performance warranties, Supplier represents and warrants to Bank of America as follows: (a) Supplier ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  is in good standing in the state of its incorporation and is qualified to do business as a foreign corporation in each of the other states in which it is providing Products...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: or services hereunder; (b) Supplier shall secure or has secured all permits, licenses, regulatory approvals and registrations required to deliver Products or render services set forth herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes; and (c) Supplier shall, and shall be responsible for ensuring that Supplier's Representatives and Subcontractors shall, perform all obligations of Supplier under this Agreement in compliance with all laws, rules, regulations and other legal requirements. Proprietary to Bank of America Page 15 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 19.2 Supplier represents and warrants that it shall perform the Maintenance Services in a timely and professional manner using competent personnel having expertise suitable to their assignments. Supplier represents and warrants that the services shall conform to or exceed,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: in all material respects, the specifications described herein, as well as the standards generally observed in the industry for similar services.
conversations.from: human
conversations.value: What are the missing spans: Supplier represents and warrants that neither performance nor functionality of the services, Products or systems ... 2000. Supplier represents and warrants that services supplied hereunder shall be reasonably free of defects in workmanship, ... material. Supplier represents and warrants that sale, licensing ... do not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Rights or any other rights of any third party.19.3 As ... any Intellectual Property Rights related to ... operation.19.5 Supplier hereby represents and warrants that the Software shall be and shall remain Operative, from the Delivery Date through ... Period. Following expiration of the Warranty Period and for so long ... represents and warrants that the Software shall remain Operative. If ...
conversations.from: assistant
conversations.value: spans 1: is or will be affected by dates prior to, during and after the year 
  spans 2: design and 
  spans 3: or use of any Product, Work Product and service furnished under this Agreement, including but not limited to Software, system design, equipment or Documentation, 
  spans 4: of the Effective Date, there are no actions, suits or proceedings pending, or to the knowledge of Supplier threatened, against Supplier, Supplier's Representatives and Subcontractors alleging infringement, misappropriation or other violation of 
  spans 5: any product, Work Product or Service contemplated by this Agreement.19.4 Supplier warrants that it shall develop any Customizations in a professional workmanlike manner, using qualified personnel familiar with the Software and its 
  spans 6: the end of the Warranty 
  spans 7: as Bank of America has contracted Supplier to provide Maintenance Services, Supplier 
  spans 8: the Software is not Operative at the expiration of the initial Warranty Period, the Warranty Period shall be extended until Supplier makes the Software Operative
conversations.from: human
conversations.value: Finish this: This warranty shall not be affected by Bank of America's modification of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  the Software so long as Supplier can discharge its warranty obligations notwithstanding...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: such modifications or following their removal by Bank of America.19.
conversations.from: human
conversations.value: Finish this: 6 Supplier warrants that during the term of this Agreement, Bank of America may use Product without disturbance, subject only to Bank of America's obligations to make the payments required by this ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Agreement. Supplier represents that this Agreement, the Products and the Intellectual Property Rights in the Products are not subject or subordinate to any right of Supplier's creditors, or if such subordination exists,...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: the agreement or instrument creating it provides for non-disturbance of Bank of America.19.7 Supplier represents and warrants that it is familiar with all applicable domestic and foreign antibribery or anticorruption laws, including those prohibiting Supplier, and, if applicable, its officers, employees, agents and others working on its behalf, from taking corrupt actions in furtherance of an offer, payment, promise to pay or authorization of...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and Intangible gifts, favors, services, and those entertainment...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: and travel expenses that go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) an executive,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: official, employee or agent of a public international organization (e. g. , the International Monetary Fund or the World Bank) ("Government Official'); while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a Government Official In his or her official capacity, (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or (c) securing an Improper advantage; in order to obtain, retain, or direct business.19.8 Supplier represents and warrants that it would now be in compliance with all applicable domestic or foreign antibribery or anticorruption laws, including those prohibiting the bribery of...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Government Officials, and will remain in compliance with all applicable laws; that it will not authorize, offer or Proprietary to Bank of America Page...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 16 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 make payments directly or...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: indirectly to any Government Official; and that no part of the payments received by it from Bank of America willbe used for any purpose that could constitute a violation of any applicable...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: laws.19.9 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.20.
conversations.from: human
conversations.value: Finish this: 0 DELETION OF FUNCTIONS 20.1 In the event that Supplier deletes functions from the Software and transfers or offers those functions in other or new products (whether directly or Indirectly or through an agreement with a third party), the portion of those other or new products that contain the functions in question, or the entire product, if the functions cannot be separated out, shall be provided to Bank of America under the terms of this Agreement, at no additional charge and shall be covered under Maintenance Services for such Software.21.0 DISABLEMENT OF ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  SOFTWARE AND HARDWARE 21.1 Except during and in conjunction with maintenance or any other authorized servicing or support, in no event shall Supplier, its Representatives or Subcontractors or anyone acting on its behalf, disable (or permit or cause any embedded mechanism to disable) the Software or hardware owned or utilized by Bank of America without the prior written permission of an officer of Bank of America. Disablement shall also apply to all instances of Software installed, used, and executed in support of disaster recovery activities or the non-emergency tests of such activities.22.
conversations.from: human
conversations.value: What are the missing words: 0 FINANCIAL RESPONSIBILITY 22.1 Upon Bank of America's request, Supplier shall promptly furnish its [words 1] by or for Supplier in the ordinary course of its business. If Supplier is subject to laws and regulations of the U. S.
conversations.from: assistant
conversations.value: words 1: financial statements as prepared
conversations.from: human
conversations.value: Finish this: Securities & Exchange Commission (SEC), the financial reporting and notification requirements contained herein shall be limited to all information that can be provided and in accordance with timelines which are legally permitted. Financial information provided hereunder shall be used by ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Bank of America solely for the purpose of determining Supplier's ability to perform its obligations under this Agreement. To the extent any such financial information ls not otherwise publicly available, it shall be deemed Confidential Information (as defined in Section 27.
conversations.from: human
conversations.value: Finish this: 1) of Supplier. If Bank of America's review of financial statements causes Bank of America to question Supplier's ability to perform its duties hereunder, Bank of America may request, and Supplier shall provide to Bank of America, reasonable assurances of Supplier's ability to perform its duties hereunder. Failure by Supplier to provide such reasonable assurances to Bank of America shall be deemed a material breach of this Agreement. Furthermore, Supplier shall notify Bank of America immediately In the event there is a change of control or material adverse change in Supplier's business or financial condition.23.0 BUSINESS CONTINUITY 23.1 Supplier agrees to establish, maintain and implement per the terms thereof, a Business Continuity Plan. The Business Continuity Plan must be in place and delivered to Bank of America within ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  forty-five (45) calendar days after the Effective Date of this Agreement. The Business Continuity Plan shall be delivered annually thereafter and shall include, but not be limited to, the items called for in SCHEDULE G entitled "Recovery," as applicable. If Bank of America objects in writing to any provision of such plans and controls, Supplier shall respond in writing within thirty (30) calendar days, explaining, among other matters Supplier wishes to include in its response, the actions Supplier intends to take to cure Bank of America's objection. Proprietary to Bank of America Page 17 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: Finish this: 1 The Parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the Parties hereunder shall be deemed ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  to create an agency, partnership, employment or joint venture relationship between the Parties or any of their Subcontractors or Representatives.25.0 SUPPLIER PERSONNEL 25.
conversations.from: human
conversations.value: Finish this: 1 Bank of America shall provide Supplier, if necessary and at a mutually agreed upon time, reasonable access to Bank of America to provide its services, subject to the existing security regulations at Bank of America.25.2 Supplier's personnel are not eligible to participate in any of the employee benefit or similar programs of Bank of America. Supplier shall inform all of its personnel providing services pursuant to this Agreement that they will not ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  be considered employees of Bank of America for any purpose, and that Bank of America shall not be liable to any of them as an employer for any claims or causes of action arising out of or relating to their assignment.25.3 Upon the request of Bank of America, Supplier shall immediately remove any of Supplier's Representatives or Subcontractors performing services under this Agreement and replace such Representative or Subcontractor as soon as practicable.
conversations.from: human
conversations.value: Finish this: Upon the request of Bank of America, Supplier shall promptly, and after consultation with Bank of America, address any concerns or issues raised by ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Bank of America regarding any of Supplier's Representatives or Subcontractors performing services under this Agreement which may include, as appropriate, replacing such Representative or...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Subcontractor from the Bank of America account.25.
conversations.from: human
conversations.value: What are the missing words: 4 The engagement of a Subcontractor by Supplier shall ... to Bank of America's prior written consent, which ... not relieve Supplier of any of its obligations under this Agreement. Supplier ... of its Subcontractors as if such performance or nonperformance were that of Supplier. Supplier shall require ... to their engagement, to agree to be ... provisions substantially the same as those included in ... Sections entitled "Supplier Personnel," "Insurance," "Confidentiality ... Information Protection," "Audit" and "Business Continuity. ...
conversations.from: assistant
conversations.value: words 1: be subject 
  words 2: shall not be unreasonably withheld, and shall 
  words 3: shall be responsible for the performance or nonperformance 
  words 4: all Subcontractors, as a condition 
  words 5: bound by 
  words 6: this Agreement particularly the 
  words 7: and 
  words 8: " 25
conversations.from: human
conversations.value: What are the missing spans: 5 Supplier shall comply and shall cause its Representatives and Subcontractors to comply [spans 1] America systems or data, and shall [spans 2] or interfering with the convenience of, Bank of America Representatives or customers. Supplier understands that Bank of America operates under various [spans 3] industry. As such, persons engaged by Supplier to provide services under this Agreement are held to a higher [spans 4] enterprises. Supplier agrees that its Representatives and Subcontractors providing services hereunder shall possess appropriate character, disposition and honesty.
conversations.from: assistant
conversations.value: spans 1: with all personnel, facility, safety and security policies, rules and regulations and other instructions of Bank of America, when performing work at a Bank of America facility or accessing any Bank of 
  spans 2: conduct its work at Bank of America facilities or on Bank of America systems in such a manner as to avoid endangering the safety, 
  spans 3: laws and regulations that are unique to the security-sensitive banking 
  spans 4: standard of conduct and scrutiny than in other industries or business
conversations.from: human
conversations.value: What are the missing spans: Supplier shall, to the extent permitted by law, exercise ... data of Bank of America when such Representative ... with: (i) a dishonest act or ... Federal Deposit Insurance Act, 12 U.S. C.
conversations.from: assistant
conversations.value: spans 1: reasonable and prudent efforts to comply with the security provisions of this Agreement.25.6 Supplier shall not knowingly permit a Representative or Subcontractor to have access to the Confidential Information, premises, records or 
  spans 2: or Subcontractor: (a) has been convicted of a crime or has agreed to or entered into a pretrial diversion or similar program in connection 
  spans 3: a breach of trust, as set forth in Section 19 of the
conversations.from: human
conversations.value: Finish this: 1829(a); or (ii) a felony: or (b) uses illegal drugs. Notwithstanding anything in this ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Agreement to the contrary, Proprietary to Bank of America Page 18 vTIP2010 Source: CARDLYTICS,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: INC.
conversations.from: human
conversations.value: What are the missing spans: S-1, 1/12/2018 Supplier shall conduct at its expense background checks on ... premises) to Bank of America facilities, equipment, systems or data ... time. Supplier shall report to Bank of America on background checks done, in accordance with the requirements of SCHEDULE F ... a background check for criminal convictions, and if requested by ... law. Supplier further represents that through its hiring policies and procedures including background ... honesty. In the event that supplier employs non-U.S. citizens to provide services hereunder, Supplier shall ensure that all such persons have and maintain appropriate visas to enable ... America. which may involve a Supplier Representative, or Subcontractor of which Bank of America becomes aware, ... offense. Following such notice, at the request of Bank of America and to the extent permitted by law, Supplier shall cooperate with investigations conducted by or ... secure and continuously maintain, throughout the Term, the following insurance ... M. Best Company and shall, upon Bank of America's request, be furnished to Bank of America certificates and required endorsements evidencing such insurance. Bank of ...
conversations.from: assistant
conversations.value: spans 1: its employees and those of its Subcontractors who will have access (whether physical, remote, or otherwise and whether on or off Bank of America 
  spans 2: and such background checks shall comply with Bank of America procedures and requirements as set forth in SCHEDULE F to this Agreement and updated in writing delivered to Supplier from time to 
  spans 3: and prior to such employee being granted such access.25.7 Supplier represents that it maintains comprehensive hiring policies and procedures which include, among other things, 
  spans 4: Bank of America, drug testing, all to the extent permitted by 
  spans 5: checks, it endeavors to hire the best candidates with appropriate character, disposition, and 
  spans 6: them to provide the services.25.8 Bank or America shall notify Supplier of any act of dishonesty or breach of trust committed against Bank of 
  spans 7: and Supplier shall notify Bank of America if it becomes aware of any such 
  spans 8: on behalf of Bank of America.26.0 INSURANCE 26.1 Supplier shall at its own expense secure and continuously maintain, and shall require its Subcontractors to 
  spans 9: with companies qualified to do business in the jurisdiction in which the services will be performed and rating A-VII or better in the current Best's Insurance Reports published by A 
  spans 10: America shall be named as an ''Additional Insured" to the coverages described in Sections 26.2.3, 26.2.4, and 26.2
conversations.from: human
conversations.value: What are the missing words: 5 below for the purpose of protecting Bank of America from any expense and/or liability arising out of, alleged to arise out of, related to or connected [words 1] provided by Supplier and/or its Subcontractors. The [words 2] all deductibles and self-insured retentions and shall [words 3] policies shall not be canceled or materially altered without at least thirty (30) [words 4] written notice to Bank of America. [words 5] its Subcontractors shalt pay any and all costs which are incurred by Bank of America as a [words 6] of any such deductibles or self-insured [words 7] Bank of America is named as an "Additional Insured," and to the same extent as if the policies contained no deductibles or self-insured retention. The [words 8] maintained by Supplier and its Subcontractors shall be primary and non-contributory to insurance [words 9] of America. Supplier and Proprietary to Bank of [words 10] subrogation against Bank of America and shall cause their insurer(s) to [words 11] against Bank of America.26.2 Insurance Coverages 26.2.1 Worker's Compensation Insurance [words 12] with the statutory requirements of all applicable state and federal laws.26.2.
conversations.from: assistant
conversations.value: words 1: with the Products 
  words 2: certificates shall state the amount of 
  words 3: contain evidence that the policy or 
  words 4: calendar days prior 
  words 5: Supplier and 
  words 6: result 
  words 7: retentions to the extent that 
  words 8: insurance coverages and limits required to be 
  words 9: coverage, if any, maintained by Bank 
  words 10: America its Subcontractors and their underwriters shall waive 
  words 11: waive subrogation 
  words 12: which shall fully comply
conversations.from: human
conversations.value: What are the missing spans: 2 Employers' Liability Insurance which limit shall be $1,000,000 per accident for Bodily [spans 1] disease. Proprietary to Bank of America Page 19 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: assistant
conversations.value: spans 1: injury and $1,000,000 per employee/aggregate for
conversations.from: human
conversations.value: Finish this: S-1, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  1/12/2018...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: 26.2.
conversations.from: human
conversations.value: What are the missing words: 3 Commercial General Liability Insurance with ... combined single limit of liability of $1,000,000 per occurrence and ... death, property damage and personal injury, and specifically covering infringement of Intellectual ... Rights. This policy shall include products/completed operations coverage and shall also ... covering all owned, hired and non-owned vehicles ... used by Supplier with a minimum combined single limit of liability ... for injury and/or death and/or property damage.26.2.5 ... coverage with respect to Sections 26.2.2, 26.2.3 ...
conversations.from: assistant
conversations.value: words 1: a minimum 
  words 2: $2,000,000 aggregate for bodily Injury, 
  words 3: Property 
  words 4: include contractual liability coverage.26.2.4 Business Automobile Liability Insurance 
  words 5: and equipment 
  words 6: of $1,000,000 
  words 7: Excess 
  words 8: and 26.2
conversations.from: human
conversations.value: What are the missing spans: 4 above with a per occurrence limit of $5,000,000. The limits of liability required In [spans 1].
conversations.from: assistant
conversations.value: spans 1: subsections 26.2.2, 26.2.3 and 26.2
conversations.from: human
conversations.value: What are the missing words: 4 may be satisfied by a combination of those [words 1] Liability policy.26.2.
conversations.from: assistant
conversations.value: words 1: policies with an Umbrella/Excess
conversations.from: human
conversations.value: What are the missing spans: 6 Technology Errors and Omissions Insurance with [spans 1] omission, etc. , in rendering computer or information technology services including but not limited to (1) systems [spans 2] hardware (8) management, repair and maintenance of computer products, networks and systems (9) marketing, selling, servicing, distributing, [spans 3].
conversations.from: assistant
conversations.value: spans 1: minimum limits of not less than $5,000,000, covering liabilities arising from errors, 
  spans 2: analysis (2) systems programming (3) data processing (4) systems integration (5) outsourcing including outsourcing development and design (6) systems design, consulting, development and modification (7) training services relating to computer software or 
  spans 3: installing and maintaining computer hardware or software (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output.26.2
conversations.from: human
conversations.value: Finish this: 7 Supplier shall be responsible for loss to bank property and customer property, directly or indirectly, and shall maintain Fidelity Bond or Crime coverage ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  for the dishonest acts of its employees in a minimum amount of $5,000,000. Supplier shall endorse such policy to include a "Client Coverage" or...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: "Joint Payee Coverage" endorsement Bank of America shall be named as "Loss Payee, As Their Interest May Appear'' in such Fidelity Bond.26.3 The failure of Bank of America to obtain certificates, endorsements, or other forms of insurance evidence from Supplier and its Subcontractors is not a waiver by Bank of America of any requirements for the Supplier and its Subcontractors to secure and continuously...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: maintain the specified coverages. Supplier shall notify and shall advise its Subcontractors to notify insurers of the coverages required hereunder. Bank of America's acceptance of certificates and/or endorsements that in any respect do not comply with the requirements of this Section does not release the Supplier and its Subcontractors from compliance herewith. Should Supplier and/or its Subcontractors fail to secure and continuously maintain the...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: insurance coverage required under this Agreement, Supplier shall itself be responsible to Bank of America for all the benefits and protections that would have been provided by such coverage, including without limitation,...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the defense and indemnification protections.27.
conversations.from: human
conversations.value: Finish this: 0 CONFIDENTIALITY AND INFORMATION PROTECTION 27.1 The term "Confidential Information" shall mean this Agreement and all data, trade secrets, business information and other information of any kind whatsoever that a Party ("Discloser'') discloses, in writing, orally, visually or ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in any other medium, to the other Party ("Recipient") or to which Recipient obtains access and that relates to Discloser or, in the case of Supplier, to Bank of America or its Representatives, customers, third-party vendors or licensors.
conversations.from: human
conversations.value: Finish this: Confidential Information includes Associate Information, Customer information and Consumer information, as defined in the Section entitled ''Definitions. " A "writing" shall include an electronic transfer of information by e-mail, over the internet or otherwise.27.2 Supplier acknowledges that Bank of America has a responsibility to its customers and other consumers using Its services to keep Associate Information, Customer Information and Consumer Information strictly confidential. Each of the Parties, as Recipient, hereby agrees that it will not, and will cause its Representatives, consultants, Affiliates and independent contractors not to disclose Confidential Information of the other Party, including Associate Information, Proprietary to Bank of America Page 20 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 Customer Information and Consumer Information, during or after the Term of this Agreement, other than on a "need to know" basis and then only to: (a) Affiliates of Bank of America; (b) Recipient's employees or officers; (c) Affiliates of Recipient, its independent contractors at any level, agents and consultants, provided that all such persons are subject to ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  a written confidentiality agreement that shall be no less restrictive than the provisions of this Section; (d) pursuant to the exceptions set forth in 15 U.S. C 6802(e) and accompanying regulations, which disclosures are made in the ordinary course of business and (e) as required by law or as otherwise expressly permitted by this Agreement. Recipient shall not use or disclose Confidential Information of the other Party for any purpose other than to carry out this Agreement. Recipient shall treat Confidential Information of the other Party with no less care than it employs for its own Confidential Information of a similar nature that it does not wish to disclose, publish or disseminate, but not less than a reasonable level of care. Upon expiration or termination of this Agreement for any reason or at the written request of Bank of America during the Term of this Agreement. Supplier shall promptly return to Bank of America or destroy according to the Information Destruction Requirements described within SCHEDULE E, "Information Security.
conversations.from: human
conversations.value: What are the missing words: at Bank of America's election, all Bank of America Confidential Information in [words 1] Subcontractors, subject to and in accordance with the terms and provisions of this Agreement.27.
conversations.from: assistant
conversations.value: words 1: the possession of Supplier or Supplier's
conversations.from: human
conversations.value: What are the missing spans: 3 To the extent legally permitted, [spans 1] cooperate with Discloser's reasonable, lawful efforts to resist, limit or delay disclosure. Nothing in this [spans 2] Supplier shall not remove or download from Bank of America's premises or systems, the original or any reproduction of any notes, memoranda, files, records, or other documents, whether in tangible or electronic form, containing Bank of America's Confidential Information or any document [spans 3] America. Any document or media provided by [spans 4] with Bank of America Representatives pertaining to the [spans 5] the obligations of confidentiality in this Section [spans 6] the obligation of confidentiality. Any combination [spans 7] deemed to be within one of the foregoing exclusions merely [spans 8] disclose Confidential Information of Supplier to independent contractors for the purpose of further handling, processing, modifying [spans 9] provided that such independent contractors have agreed to observe [spans 10] Section.27.7 All Confidential Information disclosed by Bank of America [spans 11].
conversations.from: assistant
conversations.value: spans 1: Recipient shall notify Discloser of any actual or threatened requirement of law to disclose Confidential Information promptly upon receiving actual knowledge thereof and shall 
  spans 2: Section shall require any notice or other action by Bank of America in connection with requests or demands for Confidential Information by bank examiners.27.4 
  spans 3: prepared by or on behalf of Supplier that contains or is based on Bank of America's Confidential Information, without the prior written consent of an authorized Representative of Bank of 
  spans 4: an authorized Bank of America Representative or notes taken to document discussions 
  spans 5: Products provided hereunder will be deemed to fall outside this consent requirement unless otherwise stated by the Bank of America Representative.27.5 With the exception of Associate Information, Customer Information and Consumer Information, 
  spans 6: shall not apply to any information that (i) Recipient rightfully has in its possession when disclosed to it, free of obligation to Discloser to maintain its confidentiality; (ii) Recipient independently develops without access to Discloser's Confidential Information; (iii) is or becomes known to the public other than by breach of this Section or (iv) is rightfully received by Recipient from a third party without 
  spans 7: of Confidential Information disclosed with information not so classified shall not be 
  spans 8: because individual portions of such combination are free of any confidentiality obligation or are separately known in the public domain.27.6 Bank of America may 
  spans 9: and adapting the Products for use by or for Bank of America, 
  spans 10: in substance the obligations of Bank of America set forth in this 
  spans 11: and any results of processing such Confidential Information or derived in any way therefrom shall at all times remain the property of Bank of America
conversations.from: human
conversations.value: What are the missing words: Supplier shall have the responsibility for ... all risk of loss or damage to Confidential Information ... processing of such data arising from the negligence or willful misconduct of Supplier, ... Subcontractors. Proprietary to Bank of America Page 21 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: assistant
conversations.value: words 1: and bear 
  words 2: and damages resulting from improper or inaccurate 
  words 3: its Representatives or
conversations.from: human
conversations.value: What are the missing words: S-1, 1/12/2018 27.8 Supplier acknowledges that Bank [words 1] is required to comply with the information [words 2] the Gramm-Leach- Bliley Act (15 U.S. C.6801, 6805(b)(1)) [words 3] C. F. R. Part 40), the [words 4] Transactions Act (15 U.S. C.1681, 1681w) and the [words 5] C. F. R. Parts 30 and [words 6] and regulatory requirements (collectively, "Privacy Laws'') [words 7] make commercial best efforts to assist Bank of America [words 8] comply and conform with applicable Privacy [words 9] amended from time to time, and with the Bank [words 10] protection as modified by Bank of America from time to time.27.9 Bank of America may, [words 11] and at any time during the Term [words 12] right to receive Confidential Information upon [words 13].
conversations.from: assistant
conversations.value: words 1: of America 
  words 2: security standards required by 
  words 3: and the regulations issued thereunder (12 
  words 4: Fair and Accurate Credit 
  words 5: regulations issued thereunder (12 
  words 6: 41) and with other statutory, legal 
  words 7: If applicable, Supplier shall 
  words 8: to so comply and shall 
  words 9: Laws, as 
  words 10: of America policies for information 
  words 11: in its sole discretion 
  words 12: of this Agreement, suspend, revoke or terminate Supplier's 
  words 13: written notice to Supplier
conversations.from: human
conversations.value: What are the missing words: Upon receipt of that notice, Supplier shall (i) immediately stop accessing ... to Bank of America or destroy ... Requirements described within SCHEDULE E, "Information ... of America's election, all Bank of ... the possession of Supplier or Suppliers Subcontractors, subject ... terms and provisions of this Agreement.27.
conversations.from: assistant
conversations.value: words 1: and/or accepting Confidential Information and (ii) promptly return 
  words 2: according to the Information Destruction 
  words 3: Security," at Bank 
  words 4: America Confidential Information in 
  words 5: to and in accordance with the
conversations.from: human
conversations.value: What are the missing words: 10 As a condition of access to the Confidential Information of Bank of America, [words 1] a copy of its written Information Security [words 2] evaluation. The program shall be designed [words 3].
conversations.from: assistant
conversations.value: words 1: Supplier shall make available to Bank of America 
  words 2: Program for 
  words 3: to: A
conversations.from: human
conversations.value: Finish this: Ensure the security, integrity and confidentiality of Confidential Information; B. Protect against any ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  anticipated threats or hazards to the security or integrity of such Confidential Information; C.
conversations.from: human
conversations.value: What are the missing spans: Protect against unauthorized access to or use of such Confidential Information that could result in substantial harm orinconvenience to the person or entity that ... D. Ensure the proper disposal of such Confidential Information.27.11 At the request ... at least to the Bank Security Requirements.
conversations.from: assistant
conversations.value: spans 1: is the subject of such Confidential Information; and 
  spans 2: of Bank of America, Supplier shall make commercially reasonable modifications to its Information Security Program or to the procedures and practices thereunder to conform
conversations.from: human
conversations.value: Finish this: Supplier shall require any Subcontractors and other persons or entities who provide services to Supplier for delivery to Bank of America directly or indirectly or who hold Confidential Information to implement and administer an information protection program and plan that complies with Bank Security Requirements. Supplier shall include or shall cause to be included in written agreements with such Subcontractors or other persons or entities substantially the terms of this Section and the provisions ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of SCHEDULE E.27.12 One aspect of the determination of Supplier compliance with Bank Security Requirements is a review of Supplier Security Controls. As a condition precedent to performance under this Agreement, Supplier agrees to satisfy the following validation requirements: A. Participation in Bank of America's Supplier testing and assessment process including the completion of online and/or on-siteassessment(s), as appropriate, and remediation of any findings; Proprietary to Bank of America Page 22 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: What are the missing words: S-1, 1/12/2018 B. Periodic discussions between Bank of America [words 1] Technology security personnel to reviewSupplier Security Controls; and C. Delivery to Bank of America of network [words 2] and security policies and processes relevant [words 3] the protection of Confidential Information. Examples of these [words 4] to, access control, physical security, patch management. password standards, encryption [words 5] control.27.13 During the course of performance under this Agreement, Supplier shall ensure the [words 6] A. Adequate governance and risk assessment processes are in [words 7] to maintain controls over Confidential Information. A [words 8] awareness program must be in place or implemented [words 9] to all Supplier (and Supplier Subcontractor(s)) personnel [words 10] Information. B. Notification to Bank of America of changes that [words 11] impact the security of Confidential Information. Such changes [words 12] notification include, by way of example and not limitation, [words 13] networking, data storage, management and processing or other information technology [words 14] of external web-enabled (internet) access to Confidential Information. C. Use of strong, industry-standard encryption of Confidential [words 15] public networks (e. g. internet,non-dedicated leased [words 16] residing at off-site storage facilities.27.
conversations.from: assistant
conversations.value: words 1: personnel and Supplier Information 
  words 2: diagrams depicting Supplier perimeter controls 
  words 3: to 
  words 4: policies include, but are not limited 
  words 5: standards, and change 
  words 6: following: 
  words 7: place 
  words 8: security 
  words 9: that communicates security policies 
  words 10: having access to Confidential 
  words 11: may 
  words 12: requiring 
  words 13: outsourcing of computer 
  words 14: functions or facilities and the implementation 
  words 15: Information transmitted over 
  words 16: lines) and backup tapes
conversations.from: human
conversations.value: What are the missing words: 14 Bank of America reserves the right to monitor [words 1] that reside on the Bank of America network. The Supplier may be required, at the expense of Bank of America, to assist with installation, support and problem resolution [words 2] equipment or processes, or to provide an information feed from the Supplier Platform [words 3] of America monitoring processes.27.15 Supplier shall deliver an updated information Security Program [words 4] that no changes have been made [words 5] Security Program annually.27.16 Supplier understands and acknowledges its obligation to adhere to the Payment Card Industry Data [words 6] DSS) for the protection of cardholder data throughout the [words 7] Terms.
conversations.from: assistant
conversations.value: words 1: Supplier-maintained platforms 
  words 2: of Bank of America owned 
  words 3: to the Bank 
  words 4: or confirm 
  words 5: to the Information 
  words 6: Security Standards (PCI 
  words 7: Term of the contract and any Renewal
conversations.from: human
conversations.value: What are the missing spans: The PCI DSS may be found [spans 1] www. pcisecuritystandards.org. Supplier further understands that it is responsible for the security [spans 2] contract. Such Subcontractors must be identified to and [spans 3] Subcontractor. In support of this obligation, Supplier shall provide appropriate documentation to demonstrate compliance [spans 4].
conversations.from: assistant
conversations.value: spans 1: at 
  spans 2: of cardholder data In its possession or control or in the possession or control of any Subcontractors that it engages to perform under this 
  spans 3: approved by Bank of America in writing prior to sharing cardholder data with the 
  spans 4: with PCI DSS standards by Supplier and all identified Subcontractors
conversations.from: human
conversations.value: What are the missing spans: Failure to discharge this obligation may be considered [spans 1].
conversations.from: assistant
conversations.value: spans 1: by Bank of America to be a Termination Event under (a) of subsection 5.2.28.0 INDEMNITY 28
conversations.from: human
conversations.value: What are the missing words: 1 Supplier shall indemnify, defend, and hold harmless Bank of America ... customers from and against any and ... whatever kind or nature that are made or threatened by any third party and ... damages, costs and liabilities, including reasonable attorneys' fees and ... which arise out of, are alleged to arise out of, ... following: (a) any negligent act or ... misconduct by Proprietary to Bank of America Page 23 ... INC. , S-1, 1/12/2018 Supplier, its Representatives or ... in the performance of Supplier's obligations ... breach in a representation, covenant or obligation of Supplier ... 28.2 Supplier shall defend or settle at ... threat, claim, suit or proceeding arising from ... other violation of any Intellectual Property Rights ... rights of any third party by Products, Work Product or services furnished under this Agreement Supplier ... of America, its Affiliates and each of their Representatives, successors, ... and customers harmless from and against and pay any Damages. ... license fees attributable to such threat, ... proceeding. A.
conversations.from: assistant
conversations.value: words 1: and its Representatives, successors, permitted assigns and 
  words 2: all claims or legal actions of 
  words 3: an related losses, expenses, 
  words 4: expenses incurred in investigation, defense or settlement ("Damages"), 
  words 5: or relate to the 
  words 6: omission or willful 
  words 7: vTIP2010 Source: CARDLYTICS, 
  words 8: any Subcontractor engaged by Supplier 
  words 9: under this Agreement;or (b) any 
  words 10: contained in this Agreement 
  words 11: its expense any 
  words 12: or alleging infringement, misappropriation or 
  words 13: or any other 
  words 14: shall indemnify and hold Bank 
  words 15: permitted assigns 
  words 16: including royalties and 
  words 17: claim, suit or
conversations.from: human
conversations.value: What are the missing spans: If any Product, Work Product or service ... infringes, misappropriates or otherwise violates any Intellectual Property ... notify Bank of America and, at Supplier's expense, Supplier shall take the following actions ... Product. B. The indemnity in the preceding provision shall not extend to any claim of infringement resulting solely from Bank of America'sunauthorized modification ... of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Bank of America ... 29.
conversations.from: assistant
conversations.value: spans 1: furnished under this Agreement, including, without limitation, software, system design, equipment or Documentation, becomes, or in Bank of America's or Supplier's reasonable opinion is likely to become, the subject of any claim, suit, or proceeding arising from or alleging facts that if true would constitute infringement, misappropriation or other violation of, or in the event of any adjudication that such Work Product or Product 
  spans 2: Rights or any other rights of a third party, Supplier shall promptly 
  spans 3: in the listed order of preference: (i) secure for Bank of America the right to continue using the Work Product or Product; or if commercially reasonable efforts are unavailing, (ii) replace or modify the Work Product or Product to make it noninfringing; provided, however, that such modification or replacement shall not degrade the operation or performance of the Work Product or 
  spans 4: or use of the Work Product or Product.28.3 Bank of America shall give Supplier notice of, and the Parties shall cooperate in, the defense 
  spans 5: must approve the terms of any settlement or compromise that may impose any unindemnified or nonmonetary liability on Bank of America.29.0 LIMITATION OF LIABILITY
conversations.from: human
conversations.value: What are the missing spans: 1 Neither Party shall be liable to the other for any special, indirect, incidental, [spans 1] possibility of such damages, provided, however, that the limitations set forth [spans 2].
conversations.from: assistant
conversations.value: spans 1: consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the 
  spans 2: in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.30
conversations.from: human
conversations.value: Finish this: 0 DAMAGE TO BANK OF AMERICA SYSTEMS 30.1 Supplier represents and warrants that the Product and any media used to distribute it contain no computer instructions, circuitry or other ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  technological means ("Harmful Code") whose purpose is to disrupt, damage or interfere with Bank of America's use of its computer and telecommunications facilities for their commercial, test or research...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: purposes.
conversations.from: human
conversations.value: What are the missing words: Harmful Code shall include, without limitation, any automatic restraint, time-bomb, trap-door, ... other harmful code or instrumentality that will cause ... or any other Bank of America software, ... to cease to operate or to fail to conform to its specifications. Supplier shall indemnify Bank of America and hold Bank of America harmless from all claims, losses, ... attorneys' fees, arising from the presence of Harmful Code in or with the ... by Supplier. Supplier further represents and warrants that it will ... Code, into any computer or electronic data storage system used by Bank of America. ... Bank of America Page 24 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 31.0 SUPPLIER ... Bank of America Supplier Diversity efforts supporting minority, woman ... and its commitment to the participation of minority, woman and disabled-owned business ... of goods and services.31.
conversations.from: assistant
conversations.value: words 1: virus, worm, Trojan horse or 
  words 2: the Products 
  words 3: hardware or system 
  words 4: damages and expenses, including 
  words 5: Product or contained on media delivered 
  words 6: not introduce any Harmful 
  words 7: Proprietary to 
  words 8: DIVERSITY 31.1 Supplier acknowledges and supports the 
  words 9: and disabled-owned business enterprises 
  words 10: enterprises in its procurement
conversations.from: human
conversations.value: What are the missing spans: 2 Definitions: For purposes of this Agreement, [spans 1] Enterprise. " A. "Minority-Owned Business Enterprise" is recognized [spans 2] more member(s) of a Minority Group who maintain United States citizenship. B. "Minority Group" means African Americans, Hispanic Americans, Native Americans (American Indians, Eskimos, Aleuts, and native Hawaiians), Asian-Pacific Americans, and other minority group as recognized by the United States Small Business Administration Office of Minority Small Business and Capital ownership Development. C.
conversations.from: assistant
conversations.value: spans 1: the following are the definitions of "Minority-Owned Business Enterprise," "Minority Group," "Woman-Owned Business Enterprise," "Disabled-Veteran-Owned Business Enterprise" and "Disabled-Owned Business 
  spans 2: as a "for profit" enterprise, regardless of size, physically located in the United States or its trust territories, which is at least fifty-one (51%) percent owned, operated and controlled, by one or
conversations.from: human
conversations.value: What are the missing spans: "Woman-Owned Business Enterprise" is recognized as a "for profit" enterprise, ... female of United States citizenship. D. "Disabled Veteran-Owned Business Enterprise" is recognized as a "for profit" enterprise, regardless of size, located In ... (51%) percent owned, operated, and controlled ... veteran. The disabled veteran's ownership and control shall be real and continuing and not created solely to take advantage of special or ... diversity. The Association of Service Disabled Veterans, www. asdv.org provides certification ... States. E.
conversations.from: assistant
conversations.value: spans 1: regardless of size, located in the United States or itstrust territories, which is at least fifty-one (51%) percent owned, operated and controlled by a 
  spans 2: the United States or its trust territories, which is at least fifty-one 
  spans 3: by a disabled 
  spans 4: set aside programs aimed at supplier 
  spans 5: for this category of business owners throughout the United
conversations.from: human
conversations.value: Finish this: "Disabled-Owned Business Enterprise" is recognized as a "for profit" enterprise, regardless of size, located in the United States or its trust territories, which is at least fifty-one (51%) percent owned, operated and controlled, by an individual of United States citizenship with a permanent mental or physical impairment that substantially limits one or more of the major life activities and which has a significant negative impact upon the company's ability to successfully compete. The ownership and control shall be real and continuing and not created solely to take advantage of special or set aside programs aimed at supplier diversity. Due to the absence of a certifying agency for this category of business owners, the Disabled-Owned Business Enterprise must complete an affidavit and provide supporting documentation to be eligible for ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  consideration towards diverse supplier participation.31.3 In addition to the above criteria to qualify as a Minority, Woman or Disabled-Owned Business Enterprise under this Agreement, the diverse supplier must be certified by an agency acceptable to Bank of America.31.4 Participation Representation: Supplier represents it is not a Minority-, Woman-, Disabled- or Veteran- Disabled Owned Business Enterprise. Proprietary to Bank of America Page 25 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 32.
conversations.from: human
conversations.value: What are the missing words: 0 ENVIRONMENTAL INITIATIVE 32.1 Supplier acknowledges that [words 1] each supplier with which it enters [words 2] agreement for the provision of goods or services to [words 3] performance of such agreements, recycled paper [words 4] products, and to implement and adhere [words 5] environmentally beneficial policies and practices. Supplier represents and [words 6] uses environmentally beneficial practices specific to its [words 7] least the minimum standard recommended for its industry.
conversations.from: assistant
conversations.value: words 1: Bank of America encourages 
  words 2: into an 
  words 3: use, consistent with the efficient 
  words 4: goods and other environmentally preferable 
  words 5: to other 
  words 6: warrants that Supplier 
  words 7: industry that meet at
conversations.from: human
conversations.value: What are the missing spans: Upon Bank of America's request, Supplier will [spans 1] Products and services provided to Bank of America under this Agreement for a period [spans 2].
conversations.from: assistant
conversations.value: spans 1: provide written information on its environmental policies and procedures.33.0 AUDIT 33.1 Supplier shall maintain at no additional cost to Bank of America, in a reasonably accessible location, all Records pertaining to its 
  spans 2: of seven (7) years or as required by law, if longer
conversations.from: human
conversations.value: Finish this: Such Supplier Records referenced above may be inspected, audited and copied by Bank of America, its Representatives or by federal or state agencies having jurisdiction over Bank of America, during normal business hours and at such reasonable times as Bank ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of America and Supplier may determine. Records available for review shall exclude any records pertaining to Supplier's other customers deemed proprietary and confidential and Supplier confidential and proprietary records not associated with the Products and services provided under this Agreement.
conversations.from: human
conversations.value: What are the missing words: Supplier will give prior notice to Bank [words 1] requests by federal or state authorities to examine Supplier's Bank of [words 2] Records. At Bank of America's written [words 3] reasonably cooperate with Bank of America [words 4] such Records.33.2 Supplier shall provide at [words 5] annual basis, a copy of the [words 6] (Statement on Auditing Standards No.
conversations.from: assistant
conversations.value: words 1: of America of 
  words 2: America 
  words 3: request, Supplier shall 
  words 4: in seeking a protective order with respect to 
  words 5: its expense on an 
  words 6: latest SAS70
conversations.from: human
conversations.value: Finish this: 70, Service Organizations) Type II independent audit firm report for facilities not managed by Bank of America that are used to provide Products under this Agreement. ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  If not available, Supplier, at its sole cost and expense, will engage a nationally recognized certified public accounting firm to conduct the audit and prepare applicable reports.
conversations.from: human
conversations.value: Finish this: Each report will cover a minimum six (6) calendar month period each calendar year during the Term. Bank of America reserves the right to expand the scope of the controls to be covered in any SAS70-Type II audit report ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  prepared during the Term. Supplier shall provide Bank of America with the scope of the audit and a complete copy of each report prepared in connection with each such audit within thirty (30) calendar days after it receives such report.33.
conversations.from: human
conversations.value: Finish this: 3 Supplier shall provide a copy of the latest operational audit for facilities not managed by Bank of America that are used to provide services under this Agreement. If necessary, Supplier, at its sole cost and expense, will engage a nationally recognized certified public accounting firm to conduct the audit and prepare applicable reports. Each report will cover a minimum six (6) calendar month period each calendar year during the Term. Such audits may be on a rotating site basis where operations and procedures of Supplier services provided to Bank of America are in multiple locations in order to confirm that Supplier is in compliance in all aspects of the Agreement Supplier shall provide Bank of America with a copy of each report prepared in connection with each such audit within thirty (30) calendar days after it receives such report.33.4 During ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  regular business hours but no more frequently than once a year, Bank of America may, at Its sole expense, perform a confidential audit of Supplier's operations as they pertain to the Products or services provided under this Agreement. Such audits shall be conducted on a mutually agreed upon date (which shall be no more than ten (10) Business Days after Bank of America's written notice of time, location and duration), subject to reasonable postponement by Supplier upon Supplier's reasonable request, provided, however, that no such postponement shall exceed twenty (20) Business Days. Bank of America will provide Supplier a summary of the findings from each report prepared in connection with any such audit and discuss results, including remediation plans. If audit results find Supplier Is not in substantial compliance with the Proprietary to Bank of America Page 26 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: human
conversations.value: Finish this: S-1, 1/12/2018 requirements of this Agreement, then Bank of America shall be entitled, at Supplier's expense, to perform up to two (2) additional such audits in that year in accordance with the procedure set forth in this Section. Supplier agrees to promptly take action at Its expense to correct those matters or items identified in any such audit that require correction. Failure to correct such matters shall ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  be considered a material breach of this Agreement.33.5 Supplier will provide reasonable access to Bank of America's federal and state governmental regulators (at a minimum, to the extent required by law), at Bank of America's expense, to Bank of America's Records held by Supplier and to the procedures and facilities of Supplier relating to the Products and services provided under this Agreement Pursuant to 12 U.S. C.
conversations.from: human
conversations.value: Finish this: 1867(c), the performance of such services will be subject to regulation and examination by the appropriate federal banking agency to the same extent as if the services were being performed by Bank ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of America itself. Supplier acknowledges and agrees that regulatory agencies may audit Supplier's performance at any time during normal business hours and that such audits may include both methods and results under...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: this Agreement.33.6 Upon prior written notice and at a mutually acceptable time, Bank of America personnel or its Representatives (e. g.
conversations.from: human
conversations.value: What are the missing words: external audit consultants) may audit, test or inspect Supplier's [words 1] Program and its facilities to assure Bank of [words 2] Confidential Information are adequately protected. This right to [words 3] audit rights or assessments granted herein. [words 4] determine the scope of such audits, [words 5] extend to Supplier's Subcontractors and other Supplier [words 6] recovery processes, etc.
conversations.from: assistant
conversations.value: words 1: Information Security 
  words 2: America's data and 
  words 3: audit is in addition to the other 
  words 4: Bank of America will 
  words 5: tests or inspections, which may 
  words 6: resources (other systems, environmental support,
conversations.from: human
conversations.value: Finish this: ) used to support the systems and handling of Confidential Information. Supplier will inform Bank of America of any internal auditing capability it possesses and permit Bank of America's personnel to consult on a confidential basis with such auditors at all reasonable times. Bank of America may provide Supplier a summary of the findings from each report prepared in connection with any such audit and discuss results, including any remediation plans. Without limiting any other rights of Bank ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of America herein, if Supplier is In breach or otherwise not compliant with any of the provisions set forth in the Section of this Agreement entitled "Confidentiality and Information Protection" and/or SCHEDULE E, then Bank of America may conduct additional audits.33.7 In addition to the requirements under this Section 33.0 and upon Bank of America's request, Supplier shall deliver to Bank of America, within thirty (30) calendar days after its receipt by its board of directors or senior management.
conversations.from: human
conversations.value: Finish this: a copy of any preliminary or final report of audit of Supplier by any third-party auditors retained by Supplier, including any management letter such auditors submit, and on any other audit or inspection upon which Bank of America and Supplier may mutually agree.34.0 NON-ASSIGNMENT 34.1 Neither Party may assign this Agreement or any of the rights hereunder or delegate any of its obligations hereunder, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  without the prior written consent of the other Party, and any such attempted assignment shall be void, except that Bank of America or any permitted Bank of America assignee may assign any of its rights and obligations under this Agreement (including, without limitation, any individual Order) to any Bank of America Affiliate, the surviving corporation with or into which Bank of America or such...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: assignee may merge or consolidate or an entity to which Bank of America or such assignee transfers all, or substantially all, of its business and assets. Bank of America may not unreasonably withhold its consent of assignment in the event the supplier merges or consolidates with another entity.35.0 GOVERNING LAW 35.1 This Agreement shall be governed by the internal laws, and not by the laws regarding conflicts of laws, of the State of North Carolina. Each Party hereby submits to the exclusive jurisdiction of the courts of such state, and waives any objection to venue with respect to actions brought in such courts. This provision shall not be construed to conflict with the provisions of the Section entitled "Mediation/Arbitration. " Proprietary to Bank of America Page 27 vTIP2010...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Source: CARDLYTICS, INC. , S-1, 1/12/2018 36.0 DISPUTE RESOLUTION 36.1 The following procedure will be adhered to in all disputes arising under this Agreement which the Parties cannot resolve informally through their Relationship Managers. The aggrieved Party shall notify the other Party in writing of the nature of the dispute with as much detail as possible about the deficient performance of the other Party...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: The Relationship Managers shall meet (in person or by telephone) within seven (7) calendar days (or other mutually agreed upon date) after the date of the written notification to reach an agreement about the nature of the deficiency and the corrective action to be taken by the respective Parties. If the Relationship Managers do not meet or are unable to agree on corrective action,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: senior managers of the Parties having authority to resolve the dispute without the further consent of any other person ("Management") shall meet or otherwise act to facilitate an agreement within fourteen (14) calendar days (or other mutually agreed upon date) of the date of the written notification.
conversations.from: human
conversations.value: What are the missing words: If Management do not meet or cannot ... or agree upon a written plan of corrective action to do so within seven (7) calendar days ... date) after their initial meeting or other action, or if the agreed-upon completion dates in the written plan of corrective ... either Party may request mediation and/or arbitration as provided for in this Agreement. ... initiate arbitration, mediation or litigation unless and until this dispute resolution procedure has been substantially compiled with or waived. Failure of a Party to ... in this Section, including failure to meet timely upon the other Party's notice, shall be deemed ...
conversations.from: assistant
conversations.value: words 1: resolve the dispute 
  words 2: (or other mutually agreed upon 
  words 3: action are exceeded, 
  words 4: Except as otherwise specifically provided, neither Party shall 
  words 5: fulfill its obligations 
  words 6: such a waiver.37
conversations.from: human
conversations.value: What are the missing words: 0 MEDIATION/ARBITRATION 37.1 If the Parties [words 1] unable to resolve a dispute arising [words 2] relating to this Agreement in accordance with the [words 3] Parties will in good faith attempt [words 4] through non-binding mediation.
conversations.from: assistant
conversations.value: words 1: are 
  words 2: out of or 
  words 3: Section entitled "Dispute Resolution," the 
  words 4: to resolve such dispute
conversations.from: human
conversations.value: Finish this: The mediation shall be conducted before a mediator acceptable to both sides, who shall be an attorney or retired ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  judge practicing in the areas of banking and/or information technology law. The mediation shall be held In Charlotte, N. C.
conversations.from: human
conversations.value: What are the missing spans: provided, however, a dispute relating to infringement of Intellectual Property Rights or the [spans 1] "Mediation/Arbitration. " 37.
conversations.from: assistant
conversations.value: spans 1: Section entitled "Confidentiality and Information Protection" shall not be subject to this Section entitled
conversations.from: human
conversations.value: Finish this: 2 Any controversy or claim, other than those specifically excluded, between or among the Parties not resolved through mediation under the preceding provision, shall at the request of a Party be determined ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  by arbitration. The arbitration shall be conducted by one independent arbitrator who shall be an attorney or retired judge practicing in the areas of banking and/or Information technology law.
conversations.from: human
conversations.value: Finish this: The arbitration shall be held in Charlotte, N. C. in accordance with the United States Arbitration Act (9 U.S. C.1 et seq. ), notwithstanding ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  any choice of law provision in this Agreement, and under the auspices and the Commercial Arbitration Rules of the American Arbitration Association.37.3 Consistent with...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the expedited nature of arbitration, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing Party may rely in support of or in opposition to any claim or defense. At the request of a Party, the arbitrator shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown.
conversations.from: human
conversations.value: Finish this: Each deposition shall be limited to a maximum of three (3) hours duration. All objections are reserved for the arbitration hearing except for objections ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  based on privilege and proprietary or confidential information. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: which determination shall be conclusive. All discovery shall be completed within sixty (60) calendar days following the appointment of the arbitrator.
conversations.from: human
conversations.value: What are the missing words: Proprietary to Bank of America Page [words 1] CARDLYTICS, INC. , S-1, 1/12/2018 37.4 The arbitrator shall give [words 2] limitation in determining any claim, and any controversy concerning whether an issue [words 3] determined by the arbitrator. The arbitrator [words 4] reaching a reasoned decision and shall deliver a [words 5] findings of fact, conclusions of law and the [words 6] the decision. The arbitrator shall reconsider [words 7] motion and at the expense of a Party.
conversations.from: assistant
conversations.value: words 1: 28 vTIP2010 Source: 
  words 2: effect to statutes of 
  words 3: is arbitrable shall be 
  words 4: shall follow the law in 
  words 5: written opinion setting forth 
  words 6: rationale for 
  words 7: the decision once upon the
conversations.from: human
conversations.value: Finish this: The Section of this Agreement entitled "Confidentiality and Information Protection" shall apply to the arbitration proceeding, all evidence taken, and the arbitrator's opinion, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  which shall be Confidential Information of both Parties. Judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction.37.
conversations.from: human
conversations.value: What are the missing words: 5 No provision of this Section [words 1] Party to obtain provisional or ancillary remedies [words 2] jurisdiction before, after, or during the pendency [words 3] arbitration. The exercise of a remedy does not waive the [words 4] to resort to arbitration. The institution and maintenance [words 5] of a provisional or ancillary remedy [words 6] right of either Party to submit the controversy or claim to arbitration [words 7] such action for judicial relief.38.0 NON-EXCLUSIVE NATURE OF AGREEMENT [words 8] agrees that it shall not be considered Bank of America's [words 9] of any goods or services provided hereunder. Bank of [words 10] other vendors in the provision of services and products [words 11] to the services and Products described in this [words 12] Bank of America will own exclusively all Work Product [words 13] all right, title and interest (including all Intellectual Property Rights) in the Work Product. Work Product, to the extent permitted by law, shall be deemed [words 14] defined in the United States Copyright Act).
conversations.from: assistant
conversations.value: words 1: shall limit the right of a 
  words 2: from a court of competent 
  words 3: of any 
  words 4: right of either Party 
  words 5: of an action for judicial relief or pursuit 
  words 6: shall not constitute a waiver of the 
  words 7: if the other Party contests 
  words 8: 38.1 Supplier 
  words 9: exclusive provider 
  words 10: America retains the unconditional right to utilize 
  words 11: whether or not similar 
  words 12: Agreement.39.0 OWNERSHIP OF WORK PRODUCT 39.1 
  words 13: and Supplier hereby assigns to Bank of America 
  words 14: "works made for hire" (as that term is
conversations.from: human
conversations.value: What are the missing spans: Supplier shall provide Bank of America upon request with all assistance reasonably required to register, perfect or enforce such right, title and interest, including providing [spans 1] necessary. Supplier shall enter into agreements with all of its Representatives and Subcontractors necessary to establish Bank of America's sole ownership [spans 2] Product. Bank of America acknowledges Supplier's and its licensors' claims of proprietary rights in preexisting works of authorship and other intellectual property ("Pre-existing IP") [spans 3].
conversations.from: assistant
conversations.value: spans 1: pertinent information and, executing all applications, specifications, oaths, assignments and all other instruments that Bank of America shall deem 
  spans 2: in the Work 
  spans 3: Supplier uses in its work pursuant to this Agreement
conversations.from: human
conversations.value: What are the missing spans: Bank of America does not claim any right not [spans 1] be deemed Work Product, even if incorporated with Work Product in the Product Supplier delivers to Bank of America. Unless otherwise agreed in an Order, Supplier grants Bank of America a perpetual, worldwide, irrevocable, nonexclusive royalty [spans 2] of America, subject to the restrictions in this Agreement, to make, use, [spans 3] as necessary or desirable for the [spans 4] Representatives, (i) alleging infringement, misappropriation or other violation of [spans 5] effect on the Supplier or the use by Bank of America of the Products, Work Product or services furnished under this Agreement. Proprietary to Bank of America Page 29 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: assistant
conversations.value: spans 1: expressly granted by this Agreement in such Pre-existing IP, which shall not 
  spans 2: free license to any Pre-existing IP embedded in the Work Product, which shall permit Bank of America and any transferee or sublicensee of Bank 
  spans 3: import, reproduce, display, distribute, make derivative works and modify such Pre-existing IP 
  spans 4: use of the Work Product.39.2 Supplier shall promptly notify Bank of America in writing, of any threat, or the filing of any action, suit or proceeding, against Supplier, its Affiliates, Subcontractors or 
  spans 5: any Intellectual Property Right related to any Product, Work Product or service furnished under this Agreement, or (ii) in which an adverse decision would reasonably be expected to have a material adverse
conversations.from: human
conversations.value: What are the missing words: S-1, 1/12/2018 39.3 At all times during the Term, [words 1] of America and upon termination of this Agreement [words 2] immediately to Bank of America the then-current version of [words 3] and acknowledges that Bank of America [words 4] manage, modify, maintain and update pre-existing data [words 5] (ii) generate, manage, modify, maintain and [words 6] additional data and information (collectively, "Bank of America Data") using the Software. [words 7] will be treated as Bank of America [words 8] and Bank of America shall retain [words 9] interest in and to all Bank of [words 10] shall have the right to interface [words 11] use it in conjunction with other software, programs, routines and subroutines developed or acquired by [words 12] America. Supplier shall have no ownership [words 13] other software, program, routine or subroutine developed by Bank of [words 14] by Bank of America from a third [words 15] having been interfaced with or used in [words 16] MISCELLANEOUS 40.
conversations.from: assistant
conversations.value: words 1: upon request from Bank 
  words 2: for any reason, Supplier shall provide 
  words 3: any Work Product in Supplier's possession.39.4 Supplier understands 
  words 4: may (i) 
  words 5: and information, and 
  words 6: update 
  words 7: Bank of America Data 
  words 8: Confidential Information 
  words 9: all right, title and 
  words 10: America Data.39.5 Bank of America 
  words 11: the Software and to 
  words 12: Bank of 
  words 13: interest in any 
  words 14: America or acquired 
  words 15: party by virtue of its 
  words 16: conjunction with any Software.40.0
conversations.from: human
conversations.value: What are the missing words: 1 Bank of America and Supplier represent that they are [words 1] not discriminate in employment of persons or awarding [words 2] age, religion, national origin, veteran or handicap status. Supplier is [words 3] of Supplier's responsibilities and agrees to the provisions under the following: (a) Executive Order 11246, as amended or superseded in [words 4] or in part, and as contained in Section [words 5] found at 41 C. F. R. [words 6].
conversations.from: assistant
conversations.value: words 1: equal opportunity employers and do 
  words 2: of subcontracts because of a person's race, sex, 
  words 3: aware of and fully informed 
  words 4: whole 
  words 5: 202 of the Executive Order as 
  words 6: § 60-1
conversations.from: human
conversations.value: Finish this: 4(a)(1-7); (b) Section 503 of the Rehabilitation Act of 1973 as contained ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in 41 C. F. R. § 60- 741.
conversations.from: human
conversations.value: What are the missing spans: 4; and (c) The Vietnam Era Veterans' Readjustment Assistance Act of 1974 as contained in 41 C. F. R. § 60-250.4.40.2 [spans 1] Agreement and should not be used to construe or interpret this Agreement.40.3 No delay, failure [spans 2] remedy. Any waiver by either Party of any [spans 3] or any other provision of this Agreement.40.4 If any provision [spans 4].
conversations.from: assistant
conversations.value: spans 1: Section headings are included for convenience or reference only and are not intended to define or limit the scope of any provision of this 
  spans 2: or waiver of either Party's exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or 
  spans 3: provision of this Agreement shall not imply a subsequent waiver of that 
  spans 4: of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby.40
conversations.from: human
conversations.value: What are the missing words: 5 No amendments of any provision [words 1] valid unless made by an instrument in writing [words 2] both Parties specifically referencing this Agreement. [words 3] anything therein to the contrary, the terms of [words 4] shall supplement and not replace or amend the [words 5] this Agreement and the terms and provisions of this Agreement [words 6] of any conflict between such terms thereof and the [words 7] this Agreement and such conflict shall be [words 8] provisions of this Agreement.
conversations.from: assistant
conversations.value: words 1: of this Agreement shall be 
  words 2: signed by 
  words 3: Notwithstanding 
  words 4: any Order to this Agreement 
  words 5: terms or provisions of 
  words 6: shall control in the event 
  words 7: terms and provisions of 
  words 8: resolved in favor of the express terms and
conversations.from: human
conversations.value: Finish this: The terms and provisions of this Agreement shall be incorporated by reference into any Order to this Agreement.40.6 Anything in this Agreement to the contrary notwithstanding, the Parties hereby agree that thirty (30) calendar days after written notice by Bank of America of any amendment to this Agreement for compliance with a change in federal law, rule or regulation affecting financial services companies or the suppliers of financial services companies, this Agreement shall be amended by such notice and the amendment contained therein and without need for further action of the Parties, and the Agreement as amended thereby, shall be enforceable against the Parties, their successors and assigns. The notice provided ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  hereunder shall set forth such change and provide Proprietary to Bank of America Page 30 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 the relevant amendment to the Agreement. Bank of America shall have the right to terminate immediately the Agreement, without furtherliability to Supplier, in the event of Supplier's failure to comply with the terms and conditions of any such amendment to the Agreement.40.7 This Agreement may be executed by the Parties in one or more counterparts, and each of which when so executed shall be an original but all such counterparts shall constitute one and the same instrument.40.8 The remedies under this Agreement shall be cumulative and are not exclusive.
conversations.from: human
conversations.value: What are the missing words: Election of one remedy shall not preclude pursuit ... under this Agreement or at law or in equity. In arbitration ... any remedy generally available under the governing ... the maximum extent permitted by the governing law, ... and the transactions called for herein shall ... governed or affected by any version of ... enacted in any jurisdiction.40.10 Notwithstanding the ... construction, both Bank of America and Supplier acknowledge ... given an equal opportunity to negotiate ... and conditions contained in this Agreement, and agree that ... of this Agreement is not relevant to any interpretation of ... Agreement.40.
conversations.from: assistant
conversations.value: words 1: of other remedies available 
  words 2: a Party may seek 
  words 3: law.40.9 To 
  words 4: this Agreement 
  words 5: not be 
  words 6: the Uniform Computer Information Transactions Act 
  words 7: general rules of 
  words 8: that both Parties were 
  words 9: the terms 
  words 10: the identity of the drafter 
  words 11: the terms and conditions of this
conversations.from: human
conversations.value: What are the missing spans: 11 All notices or other communications required under this Agreement shall ... the manner prescribed in this Section as follows: (a) by first class, registered or certified ... if by hand delivery.40.12 Wherever this Agreement requires either Party's approval or consent such approval or consent shall not be ... Representatives and/or Subcontractors on and from ...
conversations.from: assistant
conversations.value: spans 1: be given to the Parties in writing to the applicable addresses set forth on the signature page, or to such other addresses as the Parties may substitute by written notice given in 
  spans 2: United States mail, return receipt requested and postage prepaid, (b) over-night express courier or (c) by hand delivery to such addresses, Such notices shall be deemed to have been duly given (i) five (5) Business Days after the date of mailing as described above, (ii) one (1) Business Day after being received by an express courier during business hours, or (iii) the same day 
  spans 3: unreasonably withheld or delayed.40.13 Unless the Parties otherwise agree in writing, all services to be provided hereunder shall be processed and/or provided, whether in part or in whole, by Supplier, its employees, 
  spans 4: a location or locations in one (1) or more of the fifty (50) states of the United States of America only, all subject to applicable laws and regulations.40
conversations.from: human
conversations.value: Finish this: 14 This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns. Except as expressly set forth in this Agreement and with the exception of the Affiliates of Bank of America, the Parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  any such other third party, against either of the Parties hereto.40.15 Neither Party shall issue any media releases, public announcements and public disclosures, relating to this Agreement or use the name or logo of the other Party, including, without limitation, in promotional or marketing material or on a list of customers, provided that nothing in this section shall restrict any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the releasing Party.
conversations.from: human
conversations.value: Finish this: Proprietary to Bank of America Page 31 ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: 41.
conversations.from: human
conversations.value: What are the missing words: 0 ENTIRE AGREEMENT 41.1 This Agreement, ... Incorporated herein by reference, is the final, full and exclusive expression ... Parties and supersedes all prior agreements, understandings, ... proposals, representations and communications, oral or written, of either Party ... matter hereof and the transactions contemplated hereby. ... a digital image of this Agreement, as executed, as a true and correct ... best evidence to the extent permitted by a court with proper jurisdiction. Proprietary to Bank of ... Source: CARDLYTICS, INC. , S-1, 1/12/2018 Software ... C Bank of America Change Order Request ... - Change number: Project Software and Hardware Change Order Request and Authorization Requested by: (please ... of request: Name: Date required: Dept. #: Priority: ... #: ○ Low ○ Medium ○ ... of change: - - See Attachment ○ Response: ... or ○ Supplier Enhancement See Attachment ... be filled in by Systems Analyst) Estimate for ... Hours required Estimated Cost Target date Comments ... Estimated by: Date: Approved by: Bank of America Project ... Project Manager Date Proprietary to Bank of America C-1 vTIP2010 Source: CARDLYTICS, INC.
conversations.from: assistant
conversations.value: words 1: the Schedules, and other documents 
  words 2: of the agreement of the 
  words 3: writings, 
  words 4: with respect to the subject 
  words 5: The Parties agree to accept 
  words 6: original and admissible as 
  words 7: America Page 32 vTIP2010 
  words 8: License, Customization and Maintenance Agreement SCHEDULE 
  words 9: Form Bank of America 
  words 10: print) Date 
  words 11: Phone 
  words 12: High Description 
  words 13: ○ Bank of America 
  words 14: ○ Estimated effort (to 
  words 15: CO Request Only ○ Function 
  words 16: Analysis/Design Programming Testing Implementation 
  words 17: Manager Date Supplier
conversations.from: human
conversations.value: What are the missing spans: S-1, 1/12/2018 Change Control Procedures The procedure steps [spans 1] Order. Table 1 Change Control Procedure Steps Step Individual Sub- step Action 1) Originator a) Fills out Change Order Request & Authorization Form b) Submits form to Bank of America Project Administrator 2) Bank of America Project [spans 2] log. b) Logs from into CO log. c) Make one [spans 3] attachments. d) File copy in "In Process-Review" CO file.
conversations.from: assistant
conversations.value: spans 1: In Table 1 shall be employed to achieve the desired objectives for this Change 
  spans 2: Administrator a) Assign unique Change number to form 
  spans 3: copy of form and
conversations.from: human
conversations.value: What are the missing words: e) Deliver form (with attachments, if any) to [words 1] Manager 3) Supplier Project Manager a) Reviews form b) Arranges [words 2] Analyst a) Reviews form and analyzes changes required. If time to evaluate CO is more than four hours, returns form to Supplier Project Manager with estimate of number of hours required (including expected additional participants and their respective hours) to evaluate the [words 3].
conversations.from: assistant
conversations.value: words 1: Supplier Project 
  words 2: for Analyst to review form 4) 
  words 3: CO Request
conversations.from: human
conversations.value: What are the missing spans: Check "Estimate for CO Request Only" box on form. (Supplier Project Manager will get prior approval for Bank of America funding cost of CO Request evaluation, before Systems Analyst begins actual review. ) b) ... resources. b) Signs & dates form at bottom signifying approval. c) Returns form to Project Administrator.
conversations.from: assistant
conversations.value: spans 1: Fills out "Responses" section of form including "Estimated effort" c) Returns form to Supplier Project Manager.5) Supplier Project Manager a) Review form for completeness of response, evaluates available
conversations.from: human
conversations.value: Finish this: Proprietary to Bank of America C-2 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 6) Bank of America Project Administrator a) Makes two copies of CO form b) c) d) e) Files one copy in CO "Returned" file. Removes and destroys "In Process" copy. Returns a copy to Supplier Project Manager. Returns originals CO form to Originator.7) Bank of America Project Manager a) Evaluates CO ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Response. b) Negotiates with Supplier any differences regarding licensing status of deliverables.
conversations.from: human
conversations.value: What are the missing words: c) Signs & dates form at bottom signifying approval. [words 1] in "Bank of America Project Manager" signature [words 2] form. d) Makes appropriate copies for Bank of [words 3] etc. ) e) Returns original signed [words 4].
conversations.from: assistant
conversations.value: words 1: If declined, writes "Cancelled" 
  words 2: area of 
  words 3: America use (to TAM, 
  words 4: copy to Project Administrator
conversations.from: human
conversations.value: Finish this: 8) Project Administrator a) If CO approved, makes two copies: one to Supplier Project Manager, one for person to be assigned. Delivers both to Supplier Project Manager. Updates log. b) If CO cancelled, original from is filed in CO "Cancelled" file, updates log, removes copy from "Returned to Bank of America" file.9) Supplier Project Manager a) b) Reviews form, arranges for Supplier to assign Systems Analyst Updates project plan (may be ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  done by Implementation Manager) 10) Supplier's Analyst When CO completed, form is returned to Supplier Project Manager 11) Supplier Project Manager a) Reviews the results of the CO (deliverables, activities …) and concurs that CO was completed. Signs form. b) Returns form to Project Administrator.12) Project Administrator a) b) c) d) e) Makes two copies of completed form. Sends one copy to Supplier Accounting. Files one copy in "CO Completed" file.
conversations.from: human
conversations.value: What are the missing spans: S-1, 1/12/2018 SCHEDULE D Maintenance Services MAINTENANCE SERVICES A. During the Warranty Period, Supplier shall provide Bank of America Maintenance Services at no additional [spans 1] Operative. B. Supplier shall provide the Maintenance Services described in [spans 2] Agreement. C.
conversations.from: assistant
conversations.value: spans 1: charge, provided that if a Customization is not Operative at the end of the applicable Warranty Period, Maintenance Services shall continue to be provided without additional charge until the Customization is 
  spans 2: this for Software, Updates and Upgrades provided to Bank of America pursuant to this
conversations.from: human
conversations.value: What are the missing spans: As part of Maintenance Services, Supplier shall provide the following: [spans 1] support issues and who shall respond to all Bank of America requests for support within [spans 2] numbers. including pager numbers, (the "Calling List") [spans 3] escalate its support requests for issues that cannot be resolved by a help desk technician or for [spans 4] specified. D.
conversations.from: assistant
conversations.value: spans 1: (1) help desk support available twenty-four (24) hours a day, seven (7) days a week via toll-free telephone number with help desk technicians sufficiently trained and experienced to identify or resolve most 
  spans 2: fifteen (15) minutes after receiving a request for assistance; (2) a current list of persons and telephone 
  spans 3: for Bank of America to contact to enable Bank of America to 
  spans 4: circumstances where a help desk technician does not respond within the time
conversations.from: human
conversations.value: What are the missing spans: Supplier shall deliver to Bank of America and keep current a list of persons and telephone numbers ("Calling List") for Bank of America to contact in order to obtain answers [spans 1] Corrections. The Calling List shall include (1) the first [spans 2] answer or assistance desired. If Supplier does not respond promptly [spans 3] qualified person on the Calling List until contact is made and a [spans 4] call. ERROR CORRECTION A.
conversations.from: assistant
conversations.value: spans 1: to questions about the Equipment or to obtain 
  spans 2: person to contact if a question arises or problem occurs and (2) the persons in successively more responsible or qualified positions to provide the 
  spans 3: to any request by Bank of America for telephone consultative service, then Bank of America may attempt to contact the next more responsible or 
  spans 4: designated person responds to the
conversations.from: human
conversations.value: What are the missing spans: Supplier shall make reasonable efforts to respond within two (2) hours to Bank of America's initial request for assistance in correcting or creating a workaround for an Error. Supplier's response shall include assigning fully-qualified ... Supplier's efforts, plans for resolution of the Error, and estimated time required to resolve ...
conversations.from: assistant
conversations.value: spans 1: technicians to work with Bank of America to diagnose and correct or create a workaround for the Error and notifying the Bank of America Representative making the initial request for assistance of 
  spans 2: the Error
conversations.from: human
conversations.value: Finish this: Supplier shall correct Errors caused by the Object Code by modifying Source Code and distributing ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  the modified Software to Bank of America on the schedule called for in this Section. B.
conversations.from: human
conversations.value: Finish this: For Class 1 Errors, Supplier shall provide a Correction or workaround reasonable in Bank of America's judgment within the Repair Period after Bank of America reports the Error, or within four (4) hours after Bank of America first reports the Error if no other Repair Period is specified. These steps shall include assigning fully-qualified technicians to work with Bank of America without ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  interruption or additional charge, twenty-four (24) hours per day, until Supplier provides a Correction or workaround reasonable in Bank of America's judgment. C. For Class 2 Errors, Supplier shall take reasonable steps to provide a Correction or a workaround reasonable in Bank of America's judgment by the opening of business on the second Business Day after Bank of America reports the Error.
conversations.from: human
conversations.value: What are the missing spans: These steps shall include assigning fully- qualified Proprietary to Bank of America D-4 [spans 1] INC. , S-1, 1/12/2018 technicians to work with Bank of America during Bank of America's regular business hours until Supplier provides a workaround [spans 2] technicians. Supplier shall provide a Correction within thirty (30) calendar days after Bank of America's report of the Error. D. For Class 3 Errors, Supplier shall correct the Errors by [spans 3] means. Supplier shall correct the Errors and distribute the modified Software to Bank of America no [spans 4] in which case Supplier shall correct the Error no later than the following Update. E. Without [spans 5] Correction. PRODUCTION ERRORS Notwithstanding the previous Section, "Error Correction," if an Error prevents Bank of America from making productive use of the [spans 6] on which Bank of America first reports the Error. REMEDIES A.
conversations.from: assistant
conversations.value: spans 1: vTIP2010 Source: CARDLYTICS, 
  spans 2: reasonable in Bank of America's judgment or a Correction or Bank of America determines after consultation with Supplier that such a workaround or Correction cannot be produced by Supplier's 
  spans 3: all reasonable 
  spans 4: later than the next Update, unless Supplier has scheduled release of such Update less than thirty (30) calendar days after Bank of America's notice, 
  spans 5: limiting Supplier's obligations under this Section, if Supplier does not deliver a Correction for an Error within the times allowed by this Section (whether Supplier has delivered a reasonable workaround or not), Supplier shall provide a written analysis of the problem and a written plan to supply Bank of America with a 
  spans 6: Software, Supplier shall use its best efforts to provide an effective workaround or a Correction by the time Bank of America opens for business on the Business Day after the Business Day
conversations.from: human
conversations.value: Finish this: Without limitation of Supplier's obligations above, Bank of America may fall back, at its option, to any previous version or release of the Software ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  in which a Class 1 or Class 2 Error does not occur or can be worked around, and Supplier shall provide Maintenance Services at...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: no charge, with respect to that version until Supplier provides a Correction. DIAGNOSTIC INFORMATION Bank of America shall submit to Supplier a listing of output and such other data as Supplier reasonably may request in order to reproduce operating conditions similar to those present when Bank of America detected the Error. BANK OF AMERICA MODIFIED SOFTWARE If Bank of America modifies the Software under...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: the terms hereof, any additional maintenance costs or expenses to Supplier which...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: result directly from such modification may be billed to Bank of America at the Time and Materials Rates.
conversations.from: human
conversations.value: Finish this: UPDATES Supplier shall provide all Updates to Bank of America at no additional charge when Updates are made generally ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  available to Supplier's other customers. Supplier will complete two (2) dedicated releases/year for Bank of America during the initial Term.
conversations.from: human
conversations.value: Finish this: The parties will work together every 6 months during the Term to define and agree upon the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  timelines and features for the next dedicated release. During the Term, six (6) weeks prior to each release.
conversations.from: human
conversations.value: What are the missing words: Cardlytics will provide Bank of America with [words 1] documentation (describing features and functionality). Proprietary to Bank [words 2] vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 Supplier's TMS provides marketing services across multiple financial [words 3] of America. For the TMS service to function [words 4] be upgraded periodically.
conversations.from: assistant
conversations.value: words 1: code release notes or other technical 
  words 2: of America D-5 
  words 3: Institutions in addition to Bank 
  words 4: properly, the OPS system must
conversations.from: human
conversations.value: What are the missing spans: The supplier will provide no more than two major code releases of OPS during a calendar year without Bank of America's consent. ... America. However, The TMS will support the current and previous release of OPS. ...
conversations.from: assistant
conversations.value: spans 1: Bank of America may implement these releases when appropriate and convenient for Bank of 
  spans 2: If Bank of America does not upgrade to the current or previous release of OPS, some or all of TMS functionality may be impacted
conversations.from: human
conversations.value: Finish this: Proprietary to Bank of America D-6 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 SCHEDULE E Information Security INFORMATION SECURITY PROGRAM Bank of America shall have the opportunity to evaluate the Supplier's Information Security Program and Supplier Security Controls to ensure Supplier's Compliance with the Section entitled "Confidentiality and Information Protection. " The Supplier's Information Security Program (the "Program") shall address the Bank Security Requirements ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  described below.
conversations.from: human
conversations.value: Finish this: This Program shall, at a minimum, prescribe the architecture of Supplier's system, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Confidential Information placement within the system, the security controls in place (e...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: g.
conversations.from: human
conversations.value: Finish this: firewalls, web page security, intrusion detection, incident response process, etc. ) and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  contain the information called for in the Subsection entitled "Security Program Features" below.
conversations.from: human
conversations.value: Finish this: The Program shall also describe physical security measures in place to protect Confidential Information received or processed by Supplier, including those that will protect Confidential Information that has been printed or otherwise displayed in forms perceptible with or without the aid of equipment. Bank of America shall provide Supplier with the Service Provider Security Requirements document outlining such Bank Security Requirements and Supplier Security Controls which shall be deemed a part of Bank of America's Confidential Information under this Agreement Supplier acknowledges that upon request in order to be allowed continued access to Confidential Information, it will make modifications to its Information Security Program to add additional measures necessary to retain Information Security standards consistent with ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  the Bank Security Requirements. PRIVACY POLICY With respect to Confidential Information and the services provided to or on behalf of Bank of America, Supplier promptly shall conform its publicly available privacy and security policies, in Bank of America's reasonable judgment, to those of Bank of America, as they may exist from time to time. PROTECTION Supplier shall install and use a reasonable change control process to ensure that access to its systems and to Confidential Information is controlled and recorded. Supplier shall notify Bank of America of any planned system configuration changes or other changes affecting the Program applicable to Confidential Information, setting forth how such change will impact the security and protection of Confidential Information.
conversations.from: human
conversations.value: What are the missing words: No such change, which could reasonably ... Bank of America to have a material adverse impact on the security and protection ... Information, may be implemented without the prior written ... of America security representative. Bank of America may approve these types of ... to their becoming effective, such approval not to be ...
conversations.from: assistant
conversations.value: words 1: be expected by 
  words 2: of Confidential 
  words 3: consent of a Bank 
  words 4: changes prior 
  words 5: unreasonably withheld or delayed
conversations.from: human
conversations.value: Finish this: Supplier shall permit Bank of America, at the election of Bank of America, to conduct security vulnerability (penetration) testing on those portions of the Supplier network, and any application servers that Supplier hosts on ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  behalf of Bank of America, on which Confidential Information is stored or processed. Such vulnerability testing shall be conducted in a non-production environment with production equivalent security controls and with prior notice to Supplier.
conversations.from: human
conversations.value: Finish this: Supplier also agrees to make available to Bank of America the results of any vulnerability testing conducted by Supplier or a qualified third party provider of this service. Supplier shall permit Bank of America to inspect the physical system equipment, operational environment, and Confidential Information handling procedures. Supplier's agreement with any independent contractor to provide services to Bank of America in support of this Agreement shall likewise permit Bank of America to conduct the same inspections. Proprietary to Bank of America E-1 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 Subject to the terms of this Agreement and the Schedules attached hereto, Supplier will take commercial best measures to prevent the unintended or malicious loss, destruction or alteration of Bank of America's files, Confidential Information, software and other property received and held by Supplier. Supplier shall maintain back-up files (including off-site back-up copies) thereof and of resultant output to facilitate their reconstruction in the case of such loss, destruction or alteration, in order to ensure uninterrupted services in accordance with the terms of this Agreement, its Schedules, Bank of America's written policies and Supplier's disaster recovery plans. DETECTION AND RESPONSE Supplier shall notify Bank of America immediately (within 24 hours ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  or as soon thereafter as practicable) following discovery of any suspected breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of any current or former Bank of America employee or customer (''Affected Persons") or otherwise provided to Supplier by Bank of America under this agreement through the defined security escalation channel of Bank of America, the Bank of America Incident Response Team ("InfoSafe") by calling (800) 207-2322, option 1. Callers will be asked to identify themselves as Supplier. Such notification to Bank of America shall precede notifications to any other party. Supplier shall cooperate fully with all Bank of America security investigation activities consistent with the lnfoSafe guidelines for escalation and control of significant security incidents. Bank of America reserves the right in its sole discretion to make appropriate privacy breach notifications to Affected Persons and regulators pursuant to federal or state guidelines, including but not limited to the Interagency Guidance on Response Programs for Unauthorized Access to Customer Information and Customer Notice. To assist Bank of America in such notifications, Supplier shall include a brief summary of the available facts, the status of any investigation, and, if known, the potential number of Affected Persons.
conversations.from: human
conversations.value: Finish this: Supplier agrees to provide at no charge, to Affected Persons appropriate credit monitoring services for two years. All costs associated with any security breach, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  including but not limited to, the costs of the notices to, and credit monitoring for, Affected Persons shall be the sole responsibility of Supplier.
conversations.from: human
conversations.value: Finish this: Supplier agrees that it shall not communicate with any third party, including, but not limited to the media, vendors, consumers. and Affected Persons regarding any security breach without the express written consent ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of Bank of America.
conversations.from: human
conversations.value: Finish this: Supplier shall maintain for a mutually agreed-upon length of time, and afford Bank of America reasonable access to, all records and logs of that portion of Supplier's network that stores or processes ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  Confidential Information. Bank of America may review and Inspect any record of system activity or Confidential Information handling upon reasonable prior notice. Supplier acknowledges and agrees that records of system activity and...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: of Confidential Information handling may be evidence (subject to appropriate chain of custody procedures) in the event of a Security Breach or other inappropriate activity. Upon the Bank of America, Supplier shall deliver the original copies of such records to Bank of America for use in any legal, investigatory or regulatory proceeding. Supplier shall monitor industry-standard information channels (bugtraq, CERT, OEMs, etc. ) for...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: newly identified system vulnerabilities regarding the technologies and services provided to Bank of America and fix or patch any identified security problem in an...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: adequate and timely manner. Unless otherwise expressly agreed in writing, "timely" shall mean that Supplier shall Introduce such fix or patch as soon as...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: commercially reasonable after Supplier becomes aware of the security problem. This obligation extends to all devices that comprise Supplier's system, e. g. , application...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: software, databases, servers, firewalls, routers and switches, hubs, etc. , and to all of Supplier's other Confidential Information handling practices. Bank of America may...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: perform vulnerability testing of Supplier's system to test the remediation measures implemented after a security incident or event to protect Confidential Information. SECURITY PROGRAM FEATURES At the request of Bank of America,...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Supplier shall meet with the Bank of America information security team to discuss information security issues In much greater detail at mutually agreeable times and locations.
conversations.from: human
conversations.value: What are the missing words: Proprietary to Bank of America E-2 vTIP2010 [words 1] INC. , S-1, 1/12/2018 Bank of [words 2] and agrees that the information Supplier so [words 3] Supplier's Confidential Information, as defined In [words 4] information of Supplier. Supplier shall provide detailed information including, but [words 5] topics, which also shall be addressed in Supplier's Program.1. Diagrams.
conversations.from: assistant
conversations.value: words 1: Source: CARDLYTICS, 
  words 2: America acknowledges 
  words 3: provides is 
  words 4: this Agreement, and is valuable proprietary 
  words 5: not limited to, the following
conversations.from: human
conversations.value: Finish this: The diagrams shall show the detail of the system architecture including, without limitation, the logical topology of routers, switches, internet firewalls, management or monitoring firewalls, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  servers (web, application and database), intrusion detection systems, network and platform redundancy. The diagrams shall include all hosting environments including those provided by Supplier's Subcontractors.2...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Firewalls.
conversations.from: human
conversations.value: What are the missing spans: Slate the specifications of the firewalls in use [spans 1] them. Specify the services, tools and connectivity requiredto manage the firewalls.3. Intrusion Detection Systems. Describe the intrusion detection system [spans 2] process. Indicate who manages the IDS environment.
conversations.from: assistant
conversations.value: spans 1: and who manages 
  spans 2: ("lDS") environment and the Security Breach and event escalation
conversations.from: human
conversations.value: Finish this: Specify the services, tools and connectivity required to manage the ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  IDS environment, and if the IDS network is host based.4.
conversations.from: human
conversations.value: Finish this: Change Management. Describe the change management process ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  for automated systems used to provide services.
conversations.from: human
conversations.value: What are the missing spans: Business Continuity. Describe the business and technical disaster recovery [spans 1] process.6. System Administration Access Control. Describe the positions that perform administration functions on servers, firewalls or other devices within the application and network infrastructure. Detail [spans 2] functions. Explain the access control mechanisms. Describe the process by which [spans 3] basis. Detail access reports generated and when reports are reviewed periodically.
conversations.from: assistant
conversations.value: spans 1: management 
  spans 2: level of access needed to perform 
  spans 3: recurring access of the system(s) is conducted to ensure permissions are granted on a "need to know"
conversations.from: human
conversations.value: What are the missing spans: Describe methods used to track/log the usage of each account.7. Customer Access Control. Describe each ... America. Describe the initial enrollment process for such Customers.
conversations.from: assistant
conversations.value: spans 1: logon process to be followed by Bank of America Customers (including Bank of America employees) to obtain access to services Supplier provides to Bank of
conversations.from: human
conversations.value: Finish this: Describe the password policies and procedures Supplier's system enforces, including, without limitation, ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  password expiration, length of password, password revocation, invalid logon attempt threshold, etc...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Describe methods used to track/log the usage of each account Supplier shall demonstrate how a customer or end user authenticates to each application.8. Access to Confidential Information in Human-Perceptible Forms.
conversations.from: human
conversations.value: Finish this: Describe policies, procedures and controls used to protect Confidential Information when it is printed or in other perceptible forms; how and how often these policies and procedures are reviewed and tested; and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  what methods are used to ensure destruction of Confidential Information on hard copy.9.
conversations.from: human
conversations.value: Finish this: Operating System Baselines. Describe Supplier's ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  operating system security controls and...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: configurations.
conversations.from: human
conversations.value: Finish this: Examples: Operating system services that have been removed because not required by Supplier's services to Bank of America. Identify and provide current operating system ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  fixes that have not been applied, if any.
conversations.from: human
conversations.value: Finish this: Proprietary to Bank of America E-3 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 10. Encryption. Describe in detail the technology and usage of encryption ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  for protecting Confidential Information, including passwordsand authentication information, during transit and in all forms and locations where it may be stored.11. Application and Network...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Management.
conversations.from: human
conversations.value: Finish this: Specify the services, tools and connectivity required to manage the application and networkenvironments: who carries out the management functions; and what level of physical security applies to managed devices.12. Physical Security. For each location where Confidential Information will be processed or ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  stored or services for Bank of Americaproduced by Supplier, describe in detail the arrangements in place for physical security.13. Privacy: Describe Supplier's privacy and security policies; indicate if they are in writing; and whether they are compatible with Bankof America's policies.14.
conversations.from: human
conversations.value: What are the missing words: Location of Servers. Are web servers on a separate segment [words 1] from the application and database servers? If not, [words 2] reason this has not been done. At Bank [words 3] reasonable efforts to create this separation.15. Portable Media [words 4].
conversations.from: assistant
conversations.value: words 1: of the network 
  words 2: explainthe 
  words 3: of America's request, Supplier shall make 
  words 4: and Devices
conversations.from: human
conversations.value: Finish this: Bank of America's Confidential Information shall not be stored on any portable media or devices to include notebook/laptop computers, USB storage devices, approved by Bank of America and security precautions such as ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  encryption of data and remote network connectivity will be addressed in the Supplier's Information Security Program. Proprietary to Bank of America E-4 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 INFORMATION DESTRUCTION REQUIREMENTS...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: Overall Requirements At Bank of America's direction, Supplier shall destroy all Confidential...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Information at all locations where it is stored after it is no longer needed for performance under this Agreement or to satisfy regulatory requirements.
conversations.from: human
conversations.value: Finish this: Supplier must have in place or develop information destruction schedules and processes that meet Bank of America standards and that must be used in all cases when Confidential Information is no Longer needed. These information destruction requirements are to be applied ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  to paper, microfiche, disks, disk drives, tape and other destroyable electronic or digital media containing Confidential Information. Paper and Other Shreddable Media Paper and other shreddable media includes paper, microfiche, microfilm, compact disks (CDs) and any other media that can be shredded.
conversations.from: human
conversations.value: What are the missing spans: This media must be shredded using shredding techniques or machines such ... it is no longer needed. This media may be shredded immediately or temporarily stored In a highly secured, locked container.
conversations.from: assistant
conversations.value: spans 1: that Confidential Information in this media is completely destroyed as set forth herein when Supplier is finished with the Confidential Information contained thereon and
conversations.from: human
conversations.value: Finish this: The media may be shredded at a location other than Supplier's ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  facilities; however it must be transferred in a highly secured. locked...
conversations.from: human
conversations.value: Next.
conversations.from: assistant
conversations.value: container.
conversations.from: human
conversations.value: Finish this: Supplier is responsible for supervising the shredding regardless of where the shredding ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  activity occurs and by whom the shredding is performed. Confidential Information In...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: this media must be completely destroyed by shredding such that the results are not readable or useable for any purpose. Electronic Media Electronic media includes, but Is not limited to, disk drives, diskettes.
conversations.from: human
conversations.value: What are the missing words: tapes, universal serial bus (USB) and other media that is [words 1] recording and storage. This media is to be [words 2] Bank of America approved wipe or [words 3] tool. Wiping uses a program that [words 4] media and thereby destroys the original content.
conversations.from: assistant
conversations.value: words 1: used for electronic 
  words 2: wiped or degaussed using a 
  words 3: degaussing 
  words 4: repeatedly writes data to the
conversations.from: human
conversations.value: Finish this: Degaussing produces an electronic field that electronically eliminates the original data and ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  clears the media. These techniques must meet Bank of America standards and baselines.
conversations.from: human
conversations.value: Finish this: The resulting media must be free from any machine or computer content readable for any purpose. Certification These processes must be documented as a procedure by Supplier and should outline the techniques and methods to be used. The procedure must also indicate when and where Confidential Information is to be destroyed. Supplier shall keep records of all Confidential Information destruction completed and provide such records to Bank of America upon demand. Proprietary to Bank of America E-5 vTIP2010 Source: CARDLYTICS, INC. , S-1, 1/12/2018 SCHEDULE F Background Checks BACKGROUND SCREENING ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  GUIDELINES In accordance with and subject to the terms and conditions of this Agreement, prior to any person being assigned and beginning work for Bank of America under this Agreement, the following background screening guidelines must be administered and successfully passed by that person ("Contract Person"): 1. Search of the Contract Person's social security number to verify the accuracy of the individual's identity and current and previousaddresses.2. A criminal background search of all court records in each venue of the Contract Person's current and previous addresses over thepast ten (10) years.3.
conversations.from: human
conversations.value: Finish this: A minimum of at least two (2) confirmed ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  work references prior to assignment at Bank of America.4.
conversations.from: human
conversations.value: What are the missing words: Verification of any post high school education or degrees, i. e. B. A. B. S. , ... or professional certifications.5. Validate authorization to work ... with I-9 requirements.6. Where required by ... federal law. enroll in and participate in a federal work ... and process employee information according to ... and procedures.
conversations.from: assistant
conversations.value: words 1: Associate, 
  words 2: in the United States in compliance 
  words 3: state and/or 
  words 4: authorization program 
  words 5: all applicable E-Verify rules
conversations.from: human
conversations.value: What are the missing spans: Supplier shall keep copies of background screening documentation and provide certification of their completion to Bank [spans 1] requested. Proprietary to Bank of America F-1 vTIP2010 Source: CARDLYTICS, INC. [spans 2] 1. Supplier shall establish, maintain and implement per the terms thereof, a Business Continuity Plan.
conversations.from: assistant
conversations.value: spans 1: of America when 
  spans 2: , S-1, 1/12/2018 SCHEDULE G Recovery
conversations.from: human
conversations.value: Finish this: The Business Continuity Plan must be in place within forty-five (45) calendar days after the assumption of Service and shall include, but not be limited to, recovery strategy, loss of critical personnel, documented recovery plans covering all areas of operations necessary to delivering Supplier's services pursuant to this Agreement, vital records protection and testing plans. The plans shall provide, without limitation, for off-site backup ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  of critical data files, Confidential Information, software, documentation, forms and supplies as well as alternative means of transmitting and processing Confidential Information.2.
conversations.from: human
conversations.value: What are the missing words: The recovery strategy shall provide for [words 1] and long term disruptions in facilities, environmental [words 2] data processing equipment. Although short term [words 3] redundant resources and network diversity, the [words 4] for total destruction of Supplier's business operations [words 5] (6) months or longer and set forth [words 6] strategy.3. Supplier's recovery objectives shall not exceed [words 7] during any recovery period: A. Time to Full [words 8] event: 4 hours B. Maximum Data Loss [words 9] disruption event: 24 hours C.
conversations.from: assistant
conversations.value: words 1: recovery after both short 
  words 2: support, workforce availability, and 
  words 3: outages can be protected with 
  words 4: long term strategy must allow 
  words 5: for a period of six 
  words 6: a recovery 
  words 7: the following 
  words 8: Restoration from time of disruption 
  words 9: (stated in hours) from time of
conversations.from: human
conversations.value: Finish this: Percentage Reduction of Service levels: 50% during the 24 hour recovery period In the event of a change, Bank of America agrees to work ...
conversations.from: assistant
conversations.value: Sure, let me know if you need anything else:
  with Supplier to determine a mutually agreeable date for Supplier to match the new objectives if necessary.
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  3. Supplier's recovery objectives shall not exceed the following during any recovery period:
   A. Time to Full Restoration from time of disruption event: 4 hours
   B. Maximum Data Loss (stated in hours) from time of disruption event: 24 hours
   C. Percentage Reduction of Service levels: 50% during the 24 hour recovery period
  In the event of a change, Bank of America agrees to work with Supplier to determine a mutually agreeable date for Supplier to match the new objectives if necessary.
conversations.from: assistant
conversations.value: 4. Supplier shall continue to provide service to Bank of America if Bank of America activates its contingency plan or moves to an interim site to conduct its business, including during tests of Bank of America's contingency operations plans.
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: 5. Supplier shall furnish contingency recovery plans, contingency exercise and testing schedules annually or upon request. Supplier shall provide to Bank of America, annually, or upon request, copies of all contingency exercise final reports and shall Include, but not be limited to, disaster scenario description, exercise scope and objectives, detailed tasks, exercise issues list and remediation, and exercise results. If requested, Supplier shall allow Bank of America, at its own expense, to observe a contingency test.
  6. If Supplier provides electronic interchange of data with Bank of America, Supplier shall participate, if requested, in the recovery exercise of Bank of America to validate recovery capability.
  7. Supplier must provide evidence of capability to meet any applicable regulatory requirements concerning business continuity.
  8. Supplier shall be required to participate, if requested by Bank of America, in recovery testing of a mutually agreed upon scope and frequency. Proprietary to Bank of America G-1 vTIP2010
  Source: CARDLYTICS, INC., S-1, 1/12/2018
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: Software License, Customization and Maintenance Agreement
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Bank of America, N.A.
  * Supplier
  * Bank of America
  * Cardlytics, Inc.
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 11/4/10
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: 11/4/10
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall apply and remain in effect from the Effective Date and perpetually thereafter unless terminated pursuant to the Section entitled "Termination."
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: This Agreement shall be governed by the internal laws, and not by the laws regarding conflicts of laws, of the State of North Carolina.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. 
  * hereunder; and (b) Bank of America may terminate Maintenance Services under any Product License Schedule or Order for convenience at any time, and Bank of America shall then have no obligation to pay any additional Maintenance Fees, other than for Maintenance Services performed through the date of termination.
  * In addition to the rights of Bank of America set forth in this Section, (a) If Bank of America terminates any Product License Schedule for material default by Supplier prior to the Acceptance Date of the Software, Bank of America shall be entitled to a full refund, within thirty (30) calendar days after notice of termination, of all license fees, Maintenance Fees and other fees paid
  * Bank of America may terminate this Agreement, an Order and/or any Customization Schedule(s) for its convenience, without cause, at any time without further charge or expense upon at least forty-five (45) calendar days prior written notice to Supplier.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
conversations.from: assistant
conversations.value: Yes. 
  * A Termination Event shall have occurred if:
  * (c) Supplier either: (i) merges with another entity, (ii) suffers a transfer involving fifty (50%) percent or more of any class of its voting securities or (iii) transfers all, or substantially all, of its assets;
  * Furthermore, Supplier shall notify Bank of America immediately In the event there is a change of control or material adverse change in Supplier's business or financial condition.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: Yes. Neither Party may assign this Agreement or any of the rights hereunder or delegate any of its obligations hereunder, without the prior written consent of the other Party, and any such attempted assignment shall be void, except that Bank of America or any permitted Bank of America assignee may assign any of its rights and obligations under this Agreement (including, without limitation, any individual Order) to any Bank of America Affiliate, the surviving corporation with or into which Bank of America or such assignee may merge or consolidate or an entity to which Bank of America or such assignee transfers all, or substantially all, of its business and assets.
conversations.from: human
conversations.value: Is there a restriction on the  ability of a party to raise or reduce prices of technology, goods, or  services provided?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: Yes. The supplier will provide no more than two major code releases of OPS during a calendar year without Bank of America's consent.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: Yes. 
  * Bank of America will own exclusively all Work Product and Supplier hereby assigns to Bank of America all right, title and interest (including all Intellectual Property Rights) in the Work Product. Work Product, to the extent permitted by law, shall be deemed "works made for hire" (as that term is defined in the United States Copyright Act).
  * Bank of America shall own all right, title, and interest in and to the Bank of America Customizations as Work Product in accordance with Section 39.0.
  * All right, title and interest in such Work in Progress relating to Bank of America Customizations (including copyright) shall be deemed assigned to and vested in Bank of America.
  * Work Product all information, data. materials, discoveries, inventions, drawings, works of authorship, documents, documentation, models, software, computer programs, software (including source code and object code), firmware, designs, specifications, processes, procedures, techniques, algorithms, diagrams, methods, and all tangible embodiments of each of the foregoing (in whatever form and media) conceived, created, reduced to practice or prepared by or for Supplier at the request of Bank of America within the scope of services provided under this Agreement, whether or not prepared on Bank of America's premises and all Intellectual Property Rights therein.
  * Work in Progress - all plans, systems designs, Documentation, working materials, specifications, flow charts source code, documented test results and other Work Product prepared by Supplier pursuant to this Agreement or during development of the Customizations.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * In addition, Bank of America may, at no additional charge other than the Software license fees specified in each Product License Schedule, (i) install, use, execute and copy the Software for any backup, archival and emergency purposes and any internal, non-production Bank of America purpose including for test, development, and training; (ii) allow a third party outsourcer or service provider to install, use, execute and copy the Software solely in connection with its provision of services to Bank of America, provided that such use does not extend to providing services to others; and (iii) transfer the Software to any other Platform or Installation Site replacing that on which it was previously installed.
  * Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to install, use, execute and copy the Software described in each Product License Schedule as necessary to conduct Bank of America business in accordance with the terms and restrictions of this Section and any special terms and restrictions stated on the applicable Product License Schedule.
  * Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to: (a) any patents related to or necessary or desirable to use the Software to the extent such patents are now held, licensed to or hereafter acquired by Supplier, for the purpose of allowing Bank of America and its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their rights as set forth in the Agreement), make, have made, enhance, improve and alter the Software (both in Object Code and Source Code form) as necessary to conduct Bank of America business in accordance with the terms and restrictions or this Section; (b) any Copyrights now held, licensed to or hereafter acquired by Supplier in the Software for the purpose of allowing Bank of America and its Affiliates an permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their fights as set forth In the Agreement, produce derivative works from and
  * Without limiting the foregoing, but subject to the restrictions set forth in Section 2.5 hereof, Bank of America may: (x) sublicense its rights granted herein to its third party contractors for the purpose of their performing services for Bank of America and its Affiliates (which services may include, without limitation, altering, modifying, enhancing and improving the Software and creating derivatives to the Software), provided that such third party contractors have entered into a written agreement containing commercially standard confidentiality provisions requiring them to maintain the Source Code to the Licensed Programs securely and in confidence (subject to commercially standard exceptions), prior to having access to the Source Code for the Software: (y) sublicense its rights in the Software excluding any rights in the Source Code, to its end user customers as necessary for Bank of America to provide services to such end user customers; and (z) host the Software on its systems (or allow a third party to host the Software on its behalf) and make the Software available for use by its end user customers through the internet or other similar means.
  * Supplier hereby grants to Bank of America a nonexclusive, fully paid, irrevocable, royalty-free, world-wide license to use, modify, copy, produce derivative works from, display, disclose to persons who have entered into a written agreement containing substantially the same confidentiality provisions as in this Agreement for the purpose of maintaining the Software for Bank of America, and otherwise to utilize the Software and the Source Code and other materials necessary to maintain and improve the Software for use by Bank of America, subject always to the limitations In this Agreement on reproduction and use of the Software.
  * Unless otherwise agreed in an Order, Supplier grants Bank of America a perpetual, worldwide, irrevocable, nonexclusive royalty free license to any Pre-existing IP embedded in the Work Product, which shall permit Bank of America and any transferee or sublicensee of Bank of America, subject to the restrictions in this Agreement, to make, use, import, reproduce, display, distribute, make derivative works and modify such Pre-existing IP as necessary or desirable for the use of the Work Product.
  * The licenses set forth above shall include the right to install, use, execute and copy the Source Code for test and development purposes.
  * display such Software (both in Object Code and Source Code for ); any (c) other Intellectual Property Rights or Supplier in the Software as are necessary or useful for Bank of America, its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute, enhance, improve and alter and copy the Software (both in Object Code and Source Code form) for the purpose of conducting Bank of America business in accordance with the terms and restrictions of this Section.
conversations.from: human
conversations.value: Does the contract limit the ability of a party to transfer the license being granted to a third party?
conversations.from: assistant
conversations.value: Yes. 
  * Without limiting the foregoing, but subject to the restrictions set forth in Section 2.5 hereof, Bank of America may: (x) sublicense its rights granted herein to its third party contractors for the purpose of their performing services for Bank of America and its Affiliates (which services may include, without limitation, altering, modifying, enhancing and improving the Software and creating derivatives to the Software), provided that such third party contractors have entered into a written agreement containing commercially standard confidentiality provisions requiring them to maintain the Source Code to the Licensed Programs securely and in confidence (subject to commercially standard exceptions), prior to having access to the Source Code for the Software: (y) sublicense its rights in the Software excluding any rights in the Source Code, to its end user customers as necessary for Bank of America to provide services to such end user customers; and (z) host the Software on its systems (or allow a third party to host the Software on its behalf) and make the Software available for use by its end user customers through the internet or other similar means.
  * Supplier hereby grants to Bank of America a nonexclusive, fully paid, irrevocable, royalty-free, world-wide license to use, modify, copy, produce derivative works from, display, disclose to persons who have entered into a written agreement containing substantially the same confidentiality provisions as in this Agreement for the purpose of maintaining the Software for Bank of America, and otherwise to utilize the Software and the Source Code and other materials necessary to maintain and improve the Software for use by Bank of America, subject always to the limitations In this Agreement on reproduction and use of the Software.
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: Yes. 
  * Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to: (a) any patents related to or necessary or desirable to use the Software to the extent such patents are now held, licensed to or hereafter acquired by Supplier, for the purpose of allowing Bank of America and its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their rights as set forth in the Agreement), make, have made, enhance, improve and alter the Software (both in Object Code and Source Code form) as necessary to conduct Bank of America business in accordance with the terms and restrictions or this Section; (b) any Copyrights now held, licensed to or hereafter acquired by Supplier in the Software for the purpose of allowing Bank of America and its Affiliates an permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their fights as set forth In the Agreement, produce derivative works from and
  * Without limiting the foregoing, but subject to the restrictions set forth in Section 2.5 hereof, Bank of America may: (x) sublicense its rights granted herein to its third party contractors for the purpose of their performing services for Bank of America and its Affiliates (which services may include, without limitation, altering, modifying, enhancing and improving the Software and creating derivatives to the Software), provided that such third party contractors have entered into a written agreement containing commercially standard confidentiality provisions requiring them to maintain the Source Code to the Licensed Programs securely and in confidence (subject to commercially standard exceptions), prior to having access to the Source Code for the Software: (y) sublicense its rights in the Software excluding any rights in the Source Code, to its end user customers as necessary for Bank of America to provide services to such end user customers; and (z) host the Software on its systems (or allow a third party to host the Software on its behalf) and make the Software available for use by its end user customers through the internet or other similar means.
  * display such Software (both in Object Code and Source Code for ); any (c) other Intellectual Property Rights or Supplier in the Software as are necessary or useful for Bank of America, its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute, enhance, improve and alter and copy the Software (both in Object Code and Source Code form) for the purpose of conducting Bank of America business in accordance with the terms and restrictions of this Section.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: Yes. 
  * Unless otherwise agreed in an Order, Supplier grants Bank of America a perpetual, worldwide, irrevocable, nonexclusive royalty free license to any Pre-existing IP embedded in the Work Product, which shall permit Bank of America and any transferee or sublicensee of Bank of America, subject to the restrictions in this Agreement, to make, use, import, reproduce, display, distribute, make derivative works and modify such Pre-existing IP as necessary or desirable for the use of the Work Product.
  * Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to install, use, execute and copy the Software described in each Product License Schedule as necessary to conduct Bank of America business in accordance with the terms and restrictions of this Section and any special terms and restrictions stated on the applicable Product License Schedule.
  * Supplier hereby grants Bank of America a nonexclusive, worldwide, irrevocable, perpetual license to: (a) any patents related to or necessary or desirable to use the Software to the extent such patents are now held, licensed to or hereafter acquired by Supplier, for the purpose of allowing Bank of America and its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their rights as set forth in the Agreement), make, have made, enhance, improve and alter the Software (both in Object Code and Source Code form) as necessary to conduct Bank of America business in accordance with the terms and restrictions or this Section; (b) any Copyrights now held, licensed to or hereafter acquired by Supplier in the Software for the purpose of allowing Bank of America and its Affiliates an permitted assigns to install, copy, use, execute, modify, distribute (as necessary or useful for Bank of America and its Affiliates and permitted assigns to enjoy their fights as set forth In the Agreement, produce derivative works from and
  * Supplier hereby grants to Bank of America a nonexclusive, fully paid, irrevocable, royalty-free, world-wide license to use, modify, copy, produce derivative works from, display, disclose to persons who have entered into a written agreement containing substantially the same confidentiality provisions as in this Agreement for the purpose of maintaining the Software for Bank of America, and otherwise to utilize the Software and the Source Code and other materials necessary to maintain and improve the Software for use by Bank of America, subject always to the limitations In this Agreement on reproduction and use of the Software.
  * display such Software (both in Object Code and Source Code for ); any (c) other Intellectual Property Rights or Supplier in the Software as are necessary or useful for Bank of America, its Affiliates and permitted assigns to install, copy, use, execute, modify, distribute, enhance, improve and alter and copy the Software (both in Object Code and Source Code form) for the purpose of conducting Bank of America business in accordance with the terms and restrictions of this Section.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: Yes. 
  * Bank of America shall notify Supplier of the dates on which any such verification will be conducted, and the results thereof.
  * Until a Release Condition (as defined in Section 8.6) occurs and the conditions of Section 8.7 have been satisfied, Bank of America shall not permit access to or use of the Source Code, except as expressly provided herein.
  * Any or the following events shall be Release Conditions for purposes of this Section: (a) Supplier defaults on any of its maintenance obligations herein; (b) Supplier ceases to provide maintenance for the Software; (c) Supplier ceases doing business in the ordinary course, files or has filed against it a petition under bankruptcy Code, becomes insolvent or has a receiver appointed for all or a substantial part of its business; or (d) Bank of America terminates this Agreement for cause pursuant to the terms hereof.
  * With each delivery of Software to Bank of America hereunder, Supplier shall deliver to Bank of America the Source Code for all Software and for all Updates, Upgrades and new releases of the Software.
  * Upon delivery of the Source Code to Bank of America by Supplier, including in connection with any Upgrade, Update or new release, Bank of America shall have the right to verify the Source Code for accuracy, completeness and sufficiency, and to confirm that it compiles to the pertinent object code of the Software.
  * Supplier grants Bank of America the right to duplicate the Source Code only as necessary to preserve and safely store the Source Code and as expressly permitted in this Section.
  * Bank of America shall reproduce in all copies of the Source Code made by Bank of America any proprietary or confidentiality notices contained in the Source Code when originally delivered by Supplier.
  * Bank of America may temporarily release the Source Code for this purpose only, but all copies of the Source Code shall be returned to the designated storage location as soon as the verification is completed.
  * If a Release Condition has occurred, Bank of America may immediately release the Source Code for the purposes described in Section 8.8, following the issuance of a written statement to Supplier by Bank of America's executive management, stating that a Release Condition has occurred.
  * Bank of America shall establish a secure receptacle in which it shall place the Source Code and shall put the receptacle under supervision of one or more of its officers, whose identity shall be available to Supplier at all times.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: Yes. 
  * In no event shall the transition exceed one hundred eighty [180] calendar days from the date of termination unless the Parties otherwise agree in writing.
  * At all times during the Term, upon request from Bank of America and upon termination of this Agreement for any reason, Supplier shall provide immediately to Bank of America the then-current version of any Work Product in Supplier's possession.
  * In the event of expiration or termination of this Agreement, an Order or of Maintenance Services under this Agreement, Supplier agrees that upon the request of Bank of America, Supplier will, at no additional cost to Bank of America and through the period of paid up Maintenance Services, continue uninterrupted operations, conclude and cooperate with Bank of America in the transition of the business at Bank of America's direction and in a manner that causes no material disruption to Bank of America business and operations.
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. 
  * Upon request from Bank of America, Supplier shall provide to Bank of America (or a Representative designated by Bank of America) access to such Records for the purpose of auditing such Records during normal business hours.
  * Bank of America may review and Inspect any record of system activity or Confidential Information handling upon reasonable prior notice.
  * Supplier acknowledges and agrees that regulatory agencies may audit Supplier's performance at any time during normal business hours and that such audits may include both methods and results under this Agreement.
  * Supplier's agreement with any independent contractor to provide services to Bank of America in support of this Agreement shall likewise permit Bank of America to conduct the same inspections.
  * Such audits may be on a rotating site basis where operations and procedures of Supplier services provided to Bank of America are in multiple locations in order to confirm that Supplier is in compliance in all aspects of the Agreement Supplier shall provide Bank of America with a copy of each report prepared in connection with each such audit within thirty (30) calendar days after it receives such report.
  * Supplier shall provide Bank of America with the scope of the audit and a complete copy of each report prepared in connection with each such audit within thirty (30) calendar days after it receives such report.
  * In addition to the requirements under this Section 33.0 and upon Bank of America's request, Supplier shall deliver to Bank of America, within thirty (30) calendar days after its receipt by its board of directors or senior management. a copy of any preliminary or final report of audit of Supplier by any third-party auditors retained by Supplier, including any management letter such auditors submit, and on any other audit or inspection upon which Bank of America and Supplier may mutually agree.
  * Such audits shall be conducted on a mutually agreed upon date (which shall be no more than ten (10) Business Days after Bank of America's written notice of time, location and duration), subject to reasonable postponement by Supplier upon Supplier's reasonable request, provided, however, that no such postponement shall exceed twenty (20) Business Days.
  * requirements of this Agreement, then Bank of America shall be entitled, at Supplier's expense, to perform up to two (2) additional such audits in that year in accordance with the procedure set forth in this Section.
  * During regular business hours but no more frequently than once a year, Bank of America may, at Its sole expense, perform a confidential audit of Supplier's operations as they pertain to the Products or services provided under this Agreement.
  * Supplier shall provide a copy of the latest operational audit for facilities not managed by Bank of America that are used to provide services under this Agreement.
  * Such Supplier Records referenced above may be inspected, audited and copied by Bank of America, its Representatives or by federal or state agencies having jurisdiction over Bank of America, during normal business hours and at such reasonable times as Bank of America and Supplier may determine.
  * If audit results find Supplier Is not in substantial compliance with the
  * Supplier will provide reasonable access to Bank of America's federal and state governmental regulators (at a minimum, to the extent required by law), at Bank of America's expense, to Bank of America's Records held by Supplier and to the procedures and facilities of Supplier relating to the Products and services provided under this Agreement Pursuant to 12 U.S.C. 1867(c), the performance of such services will be subject to regulation and examination by the appropriate federal banking agency to the same extent as if the services were being performed by Bank of America itself. S
  * Bank of America reserves the right to expand the scope of the controls to be covered in any SAS70-Type II audit report prepared during the Term.
  * Supplier shall provide at its expense on an annual basis, a copy of the latest SAS70 (Statement on Auditing Standards No. 70, Service Organizations) Type II independent audit firm report for facilities not managed by Bank of America that are used to provide Products under this Agreement.
  * Upon prior written notice and at a mutually acceptable time, Bank of America personnel or its Representatives (e.g., external audit consultants) may audit, test or inspect Supplier's Information Security Program and its facilities to assure Bank of America's data and Confidential Information are adequately protected.
  * Supplier shall permit Bank of America to inspect the physical system equipment, operational environment, and Confidential Information handling procedures.
  * Bank of America will determine the scope of such audits, tests or inspections, which may extend to Supplier's Subcontractors and other Supplier resources (other systems, environmental support, recovery processes, etc.) used to support the systems and handling of Confidential Information.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: Yes. Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: * If the Software is not Operative at the expiration of the initial Warranty Period, the Warranty Period shall be extended until Supplier makes the Software Operative.
  * This warranty shall not be affected by Bank of America's modification of the Software so long as Supplier can discharge its warranty obligations notwithstanding such modifications or following their removal by Bank of America.
  * Following expiration of the Warranty Period and for so long as Bank of America has contracted Supplier to provide Maintenance Services, Supplier represents and warrants that the Software shall remain Operative.
  * Supplier hereby represents and warrants that the Software shall be and shall remain Operative, from the Delivery Date through the end of the Warranty Period.
  * Supplier's recovery objectives shall not exceed the following during any recovery period:
   A. Time to Full Restoration from time of disruption event: 4 hours
   B. Maximum Data Loss (stated in hours) from time of disruption event: 24 hours
   C. Percentage Reduction of Service levels: 50% during the 24 hour recovery period
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: Yes. 
  * Technology Errors and Omissions Insurance with minimum limits of not less than $5,000,000, covering liabilities arising from errors, omission, etc., in rendering computer or information technology services including but not limited to (1) systems analysis (2) systems programming (3) data processing (4) systems integration (5) outsourcing including outsourcing development and design (6) systems design, consulting, development and modification (7) training services relating to computer software or hardware (8) management, repair and maintenance of computer products, networks and systems (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software (10) data entry, modification, verification, maintenance, storage, retrieval or preparation of data output.
  * Supplier and its Subcontractors shalt pay any and all costs which are incurred by Bank of America as a result of any such deductibles or self-insured retentions to the extent that Bank of America is named as an "Additional Insured," and to the same extent as if the policies contained no deductibles or self-insured retention.
  * Supplier shall be responsible for loss to bank property and customer property, directly or indirectly, and shall maintain Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of $5,000,000.
  * Supplier shall endorse such policy to include a "Client Coverage" or "Joint Payee Coverage" endorsement Bank of America shall be named as "Loss Payee, As Their Interest May Appear'' in such Fidelity Bond.
  * Supplier shall at its own expense secure and continuously maintain, and shall require its Subcontractors to secure and continuously maintain, throughout the Term, the following insurance with companies qualified to do business in the jurisdiction in which the services will be performed and rating A-VII or better in the current Best's Insurance Reports published by A M. Best Company and shall, upon Bank of America's request, be furnished to Bank of America certificates and required endorsements evidencing such insurance.
  * Excess coverage with respect to Sections 26.2.2, 26.2.3 and 26.2.4 above with a per occurrence limit of $5,000,000. The limits of liability required In subsections 26.2.2, 26.2.3 and 26.2.4 may be satisfied by a combination of those policies with an Umbrella/Excess Liability policy.
  * The certificates shall state the amount of all deductibles and self-insured retentions and shall contain evidence that the policy or policies shall not be canceled or materially altered without at least thirty (30) calendar days prior written notice to Bank of America.
  * Worker's Compensation Insurance which shall fully comply with the statutory requirements of all applicable state and federal laws.
  * Business Automobile Liability Insurance covering all owned, hired and non-owned vehicles and equipment used by Supplier with a minimum combined single limit of liability of $1,000,000 for injury and/or death and/or property damage.
  * Commercial General Liability Insurance with a minimum combined single limit of liability of $1,000,000 per occurrence and $2,000,000 aggregate for bodily Injury, death, property damage and personal injury, and specifically covering infringement of Intellectual Property Rights. This policy shall include products/completed operations coverage and shall also include contractual liability coverage.
  * Employers' Liability Insurance which limit shall be $1,000,000 per accident for Bodily injury and $1,000,000 per employee/aggregate for disease.
  * Bank of America shall be named as an ''Additional Insured" to the coverages described in Sections 26.2.3, 26.2.4, and 26.2.5 below for the purpose of protecting Bank of America from any expense and/or liability arising out of, alleged to arise out of, related to or connected with the Products provided by Supplier and/or its Subcontractors.
  * The insurance coverages and limits required to be maintained by Supplier and its Subcontractors shall be primary and non-contributory to insurance coverage, if any, maintained by Bank of America. Supplier and Proprietary to Bank of America its Subcontractors and their underwriters shall waive subrogation against Bank of America and shall cause their insurer(s) to waive subrogation against Bank of America.
conversations.from: human
conversations.value: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
conversations.from: assistant
conversations.value: Yes. Except as expressly set forth in this Agreement and with the exception of the Affiliates of Bank of America, the Parties do not intend the benefits of this Agreement to inure to any third party, and nothing contained herein shall be construed as creating any right, claim or cause of action in favor of any such other third party, against either of the Parties hereto.