QUESTION 3

In what year did contract with the following term provision expire, if it was extended 3 times and the Effective Date is February 1, 2012.

This Agreement is effective on the Effective Date and will continue for an initial term of five years (the "Initial Term"). Following the Initial Term, this Agreement will extend for successive terms of one year (each an "Extension Term"). A party may prevent an extension by giving written notice of non-extension at least 30 days prior to what would otherwise have been the first day of the Extension Term.

QUESTION 4

Which of the following would concern a customer and a service provider when negotiating a force majeure provision?

	a.	Not create situation where services that are necessary in an emergency are covered by the force majeure provision
	b.	Breaches are not excused forever
	c.	Having a very expansive list of events that qualify as force majeure
	d.	Not allowing a breach that could easily have been avoided to be excused
	e.	Certainty of application

QUESTION 5

The following provision is what type of a provision? Either party may terminate this Agreement with or without cause by giving the other party at least 90 days written notice of the effective date of the termination.

QUESTION 6

Identify the clause.

The Tester will defend, indemnify and hold harmless ABC Co. and its parents, subsidiaries, directors, employees, agents and subcontractors, against any and all allegations, claims, expenses (including reasonable attorney s fees and disbursements), liability or suits threatened, made or brought in relation to or arising out of Tester's use of the Subject Services.

QUESTION 7

Identify the clause.

All notices under this Agreement will be sent by email to the attention of the legal department of the applicable party at the addresses listed above. Any such notice will be effective: on the first business day after delivery.

ANSWER: [a1]

2 points

QUESTION 8

Customer Corp. has a hosting agreement with ABC Hosting Co. The hosting agreement includes a service level commitment for availability of 95%. What is the minimum uptime? Whatis the maximum down time in a month? (Assume 43,200 minutes in a month. Answer in minutes. Round to the nearest minute when answering.)

QUESTION 9

Which type of contract structure would work best for the following project? Explain your answer.

The project is the implementation of a new telephone system. The phone system will serve over 10,000 employees in: (i) four office locations; (ii) two shop locations; (iii) a call centre and a back-up call centre for 311; and (iv) a call centre for transit information. The 311 call centre's phones are tied into a ticketing system that is used for issues such as missed garbage pick-ups and pot holes. The call centres know what they need, but the sops are unsure about their needs.