ComplianceConflict suspected
Sora ERP contract × incumbent exclusive-maintenance clause
Signing Sora's exclusive-maintenance clause now would breach the incumbent's still-active exclusivity (valid to 2026/9), creating a 5-month overlap.
Compliance
(A) Conflict with existing contracts
ON Systems🔴 Conflict suspected
§8 Exclusive Maintenance (valid until 2026/9)
Sora's exclusive clause overlaps the incumbent's. Also gates Decision D1.
(B) Internal-policy fit
✅
Security (encryption met)
🟡
Personal-data handling — deletion/return duty not in draft
✅
Anti-social / credit check
🟡
Conflict-of-interest — selection lead's prior dealings with Sora to verify
(C) Contract-spec gaps
| Aspect | Status | Finding |
|---|---|---|
| Liability on migration failure | 🔴 | No responsible party defined (see C3) |
| Data deletion on exit | 🔴 | No deletion-certificate clause (see C3) |
Recommended remedies
- Narrow Sora §8 to non-exclusive until 2026/9
- Add data-residency = Japan
- Add migration-failure liability + deletion clauses
Suggested legal tasks
- Redline Sora §8
- Confirm ON Systems early release
- Insert SLA + deletion clauses