Contract components

This guide is part of the User Guides collection. For the screens these components appear on, see the Contracts workspace guide. For the dates they feed, see Contract dates and reminders.

A contract is rarely one file. A master agreement sets the terms, an order form prices them, an amendment moves the price, and a certificate of insurance proves one of the obligations. Coverbase reads that pile as a set of components: a component is one subject the contract has an answer to, wherever that answer happens to live. This page is the catalog. For each component it says what Coverbase reads it as, what it does with it, and which of the contract’s own fields it is allowed to change.

How a component becomes an answer

Three steps, in order.

Detection

Every document is read for the components it carries. One document usually carries several: a master agreement typically holds master terms, liability, confidentiality, governing law and notices at once.

Resolution

All the instances of one component across all the documents resolve into a single slot, the contract’s answer. How they resolve depends on the component’s rule, below.

Contribution

Only then may a component change the contract’s own fields, and only the fields it is allowed to carry.

The three resolution rules

Rule	What it means	Example
Singleton	One answer in force at a time. The latest effective instance wins and the rest become history.	Liability cap. An amendment that raises it replaces the old one.
Series	A versioned line. The latest is current, and every prior version stays visible.	Order form. Last year’s is superseded but still readable.
Set	Many instances in force at once.	Subprocessors. Five listed in three documents means five subprocessors.

Series is not the same as additive. A series says which version is current; it does not add the versions together. Two order forms a year apart are one subscription re-priced, not two subscriptions. Whether money adds or replaces is decided by the document’s role, not by the component’s rule.

Which fields a component may answer

Scanning a whole contract for “the value” finds the wrong number more often than the right one. The largest figure in a master services agreement is routinely a $10,000,000 insurance limit, and the largest in a terms of service is usually a liability tier. Neither is spend. So each component is allowed to answer only the fields it can carry. A term date comes from term and renewal; an amount comes from pricing, an order form or a statement of work; a cap in the liability component is never mistaken for either.

This narrowing is opt-in per document. Until someone confirms what a document carries, it may answer any field. A narrower question asked of an unclassified document would lose data rather than clean it. Confirming a document’s components is what turns the narrowing on for that document.

The catalogue

Columns: Resolves is the rule above. May set is the contract fields this component is allowed to change. Feeds is what else in Coverbase reads it.

Governing

#	Component	What Coverbase reads it as	Resolves	May set
1	Master terms	The governing body of terms the rest hangs off. Establishes the family.	Singleton	-
2	Order form	What was bought, for how much, and usually for how long.	Series	value, currency, term start, expiry
3	Statement of work	A scope of services with its own price and deliverables.	Series	value, currency
4	Term and renewal	When it starts, when it lapses, and whether it renews itself.	Singleton	term start, expiry, renewal date, auto-renew
5	Milestones and deliverables	What must be delivered and by when.	Set	-
9	Termination rights	How either side gets out, and how much notice that takes.	Singleton	termination notice period
22	Governing law	Which law applies and where disputes are heard.	Singleton	-
23	Assignment and change of control	Whether the vendor may hand the contract to an acquirer.	Singleton	-
24	Notices	Where formal notice has to be sent for it to count.	Singleton	-

Component 4 is the one the renewal runway runs on, and component 9 sets the notice deadline drawn beside each expiry.

Commercial

#	Component	What Coverbase reads it as	Resolves	May set
6	Pricing and rate card	The priced lines themselves: the rate card, the schedule.	Series	value, currency
7	Payment terms	When invoices fall due.	Singleton	payment terms
8	Invoicing and PO reference	Where invoices go and under which PO.	Set	payment terms

Performance

#	Component	What Coverbase reads it as	Resolves	May set
10	Service levels and credits	The uptime promise and what a miss is worth.	Singleton	-
11	Support and maintenance	Response times and what support is included.	Singleton	-
33	Acceptance and testing	What counts as delivered.	Singleton	-

Risk

#	Component	What Coverbase reads it as	Resolves	May set
12	Liability caps and carveouts	The ceiling on what the vendor owes, and what escapes it.	Singleton	never sets value
13	Warranties and disclaimers	What the vendor promises the product does.	Singleton	never sets value
14	Indemnification	Who defends whom, and against what.	Singleton	never sets value
19	Insurance requirements	The cover the vendor must carry.	Singleton	never sets value
20	Audit rights	Whether you may audit, how often, on what notice.	Singleton	-
21	Business continuity	Recovery commitments after an outage.	Singleton	-

The four marked never sets value carry the largest currency figures in a typical agreement, and none of them is spend. They are listed here, rather than left out, so the reason is on record.

Data and IP

#	Component	What Coverbase reads it as	Resolves	May set
15	IP ownership and license grant	Who owns what, and what you are licensed to do.	Singleton	-
16	Confidentiality	The confidentiality obligation and how long it runs.	Singleton	-
17	Data protection addendum	The DPA. Also updates the vendor’s data profile.	Singleton	-
18	Security requirements	The security exhibit. Maps to assessment questions.	Singleton	-
25	Subprocessors	The fourth parties the vendor uses. Feeds Radar.	Set	-
26	Cross-border transfer terms	SCCs and transfer mechanisms.	Singleton	-
27	AI and model terms	Whether your data trains a model.	Singleton	-
36	End user license	A software schedule or EULA. Grants rights, prices nothing.	Singleton	never sets value

Execution and provenance

#	Component	What Coverbase reads it as	Resolves	May set
28	Signature and execution	Evidence it was signed. Decides in-force status.	Singleton	-
29	Amendment instrument	The amendment itself, as a link in the chain.	Series	-
34	Redline and negotiation history	A marked-up draft. Never in force.	Set	never sets value
35	Quote or proposal	An offer that was not ordered. Never in force.	Set	never sets value

A quote is not an order. A single quote routinely prices one plan two ways at once, say

500 a month billed quarterly or

400 billed annually, so reading it as spend books a figure nobody agreed to, and books it twice. A quote is kept for the audit trail and contributes nothing until an order form or agreement adopts it.

Compliance and other

#	Component	What Coverbase reads it as	Resolves	May set
30	Unclassified exhibit	An attachment nobody has classified yet.	Set	-
31	Regulatory riders	Sector-specific riders.	Set	-
32	Publicity rights	Whether the vendor may name you as a customer.	Singleton	-

How a document’s role decides what its money does

The component says what subject a document answers. The document’s role says what its numbers do to the contract.

Role	What its money does	Typical document
Root	Replaces. It states the terms.	The master agreement.
Restatement	Replaces. It restates the whole thing.	An amended and restated agreement.
Order form	Adds.	An order form or sales order.
Statement of work	Adds.	A SOW or an engagement letter.
Amendment	Adds.	An amendment, addendum, or change order.
Exhibit	Fills blanks only.	A schedule, a license, an annex.
Evidence	Fills blanks only.	A certificate of insurance.
Redline draft	Nothing.	A marked-up draft.
Quote	Nothing.	A priced offer nobody accepted.
Duplicate	Nothing.	A second copy, or a superseded original.

A currency mismatch stops both halves. If a document states a figure in a currency the contract does not already use, neither the amount nor the currency label moves. An unconverted total under the wrong label is worse than no total at all.

How Coverbase decides which document is which

Most of your documents never say, in so many words, what they belong to. A sales order states its own number and nothing else; an exhibit carries a date older than the agreement it is attached to. Coverbase reads the shape of the instrument rather than waiting to be told:

What it sees	What it concludes
An order form, sales order, SOW or fee schedule beside a master agreement	It is ordered under that agreement, and what it prices reaches the contract
An exhibit, schedule, annex or license	It hangs off the agreement, never the other way round, even when the exhibit is the older document
A quote or proposal	It is kept for the record and priced at nothing, because nobody accepted it
Two amendments to the same agreement	Both stand. Neither replaces the other
Two identical copies of one document	The earlier is the original, the later is marked a duplicate

Two different agreement numbers stop the first rule. S402411 beside S40241 is a second agreement, not a line ordered under the first, so Coverbase groups them but does not add one to the other.

Where the documents do not settle it (two order forms a year apart, neither saying whether the second replaces the first), Coverbase asks you rather than guessing, because answering it wrong moves money.

Correcting what a document carries

Detection proposes; you decide. On the Documents tab, open a document’s components and tick or untick what it carries.

Open the editor

On the contract’s Documents tab, find the document in the components card and choose Edit components.

Correct the list

Every component in the catalog is offered. Tick what the document carries, untick what it does not, and set an effective date where the document states one.

Save

Saving re-reads the document. Because the corrected list also narrows what the extraction may believe, the figures it contributes can change.

Your correction outlives re-detection. Coverbase rebuilds what the classifier found each time it re-reads a document, and steps around anything you ruled on by hand.

Start here

Workspace setup

Vendors

Assessments

Findings and obligations

Vendor intelligence

Monitoring

Risk

Contracts

E-signature

Documents

Workflows and automation

Dashboards and reporting

Sourcing

Internal controls

How a component becomes an answer

The three resolution rules

Which fields a component may answer

The catalogue

Governing

Commercial

Performance

Risk

Data and IP

Execution and provenance

Compliance and other

How a document’s role decides what its money does

How Coverbase decides which document is which

Correcting what a document carries

What’s next

Contracts workspace

Contract dates and reminders

​How a component becomes an answer

​The three resolution rules

​Which fields a component may answer

​The catalogue

​Governing

​Commercial

​Performance

​Risk

​Data and IP

​Execution and provenance

​Compliance and other

​How a document’s role decides what its money does

​How Coverbase decides which document is which

​Correcting what a document carries

​What’s next

Contracts workspace

Contract dates and reminders

How a component becomes an answer

The three resolution rules

Which fields a component may answer

The catalogue

Governing

Commercial

Performance

Risk

Data and IP

Execution and provenance

Compliance and other

How a document’s role decides what its money does

How Coverbase decides which document is which

Correcting what a document carries

What’s next