Dictionary of Key Terms and Definitions
This Dictionary provides standardized definitions of key terms used throughout Bedrock IS legal agreements and documents. These definitions ensure consistent interpretation across all contracts, policies, and terms of service.
When a capitalized term is used in any Bedrock IS agreement or document, it shall have the meaning set forth in this Dictionary unless explicitly defined differently in that specific agreement.
A
"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means ownership of more than 50% of the voting securities or other ownership interests, or the power to direct management and policies.
"Agreement" means the binding contract between Bedrock IS and the Client, which may include a Master Agreement, Service Agreement, or other contractual arrangement, together with all Statements of Work, Order Documents, and other attachments incorporated by reference.
B
"Background IP" means intellectual property that a Party owned or developed prior to the Effective Date of an Agreement or outside the scope of the Agreement.
"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., as amended.
"Bedrock" [::Defined:bis:BIS::] “we,” “us,” or “our” means Bedrock Information Systems LLC, the legal entity providing Services under the applicable Agreement.
"Beneficial Client" means the end client or customer who ultimately benefits from Services provided by Company, particularly in situations where Company contracts through a Prime Contractor or intermediary.
"Bill-To Party" means the entity responsible for payment of invoices under an Agreement, which may be the Client, Prime Contractor, or other designated party.
"Billing Schedule" means the schedule or table that defines billing phases, amounts, triggers, and payment terms for a fixed-fee or milestone-based Engagement, typically included in an Order Document.
"Billing Trigger" means the specific event or milestone that authorizes Company to generate an invoice for a particular phase or deliverable, such as project initiation, completion of deliverables, or acceptance by Client.
"BIS" means Bedrock Information Systems LLC.
C
"California Consumer Privacy Act (CCPA)" means the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., as amended, and its implementing regulations.
"Change Order" means a written document executed by both Parties that modifies the scope, deliverables, timeline, billing schedule, or other material terms of an existing Order Document or Statement of Work.
"Client" “you” or “your” means the entity or individual entering into an Agreement with Company for the provision of Services, excluding situations where Prime Contractor acts as intermediary (see Beneficial Client).
"Company" means Bedrock Information Systems LLC (BIS), also referred to as “we,” “us,” or “our” in certain contexts.
"Confidential Information" means any non-public or proprietary information disclosed by one Party (Discloser or Disclosing Party) to the other (Recipient or Receiving Party), whether in oral, written, electronic, or other form, that is designated as confidential or which should reasonably be understood to be confidential given its nature and the context of disclosure.
"California Privacy Rights Act (CPRA)" means the California Privacy Rights Act of 2020, which amends and expands the CCPA, effective January 1, 2023.
"Customer" “you” or “your” means the entity accepting Terms, often used interchangeably with Client in consumer-facing contexts.
D
"Data Controller" means an entity that determines the purposes and means of processing Personal Information, as defined under applicable data protection laws.
"Data Processor" means an entity that processes Personal Information on behalf of and according to the instructions of a Data Controller, as defined under applicable data protection laws.
"Deliverables" means the tangible or intangible work products, documentation, software, reports, or other materials that Company is obligated to provide to Client under an Agreement or Statement of Work.
"Do Not Track (DNT)" means a browser feature that signals to websites that a user does not want their online activity tracked.
E
"Engagement" means a specific project, service arrangement, or scope of work undertaken pursuant to an Agreement, typically documented in a Statement of Work or Order Document.
F
"Feedback" means suggestions, comments, ideas, enhancement requests, or recommendations provided by one Party to the other regarding products, services, or deliverables.
G
"General Data Protection Regulation (GDPR)" means Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
"General Terms & Conditions" means the standard terms and conditions for general business engagements with Bedrock IS, which may be incorporated by reference into specific Agreements.
H
"Health Insurance Portability and Accountability Act (HIPAA)" means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, as amended, and its implementing regulations including the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule.
I
"Intellectual Property" means all intellectual property rights, including patents, copyrights, trademarks, trade secrets, trade dress, moral rights, rights of publicity, database rights, and any other proprietary rights, whether registered or unregistered.
M
"Master Customer Agreement (MCA)" means the master agreement framework that governs the relationship between Company and Client, establishing core terms under which individual Engagements are executed.
O
"Order Document" means an engagement-specific document that defines the scope, deliverables, timelines, billing terms, and other material details for Services to be provided under an Agreement. May be structured as a Statement of Work (SOW), Scope of Services, Resource Assignment Schedule, Sales Order, or other engagement-specific documentation.
P
"Parties" means Company and Client (or Prime Contractor, as applicable) collectively. “Party” means either one individually.
"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined under applicable privacy laws including CCPA, GDPR, and other data protection regulations.
"Protected Health Information (PHI)" means individually identifiable health information that is transmitted or maintained in any form or medium by a covered entity or business associate, as defined under HIPAA and its implementing regulations.
"Personally Identifiable Information (PII)" means information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other information that is linked or linkable to a specific individual.
"Prime Contractor" means an entity that contracts with Company to provide Services for the benefit of a Beneficial Client, acting as an intermediary in the service relationship.
R
"Regulated Sensitive Information" means any information required by law to be protected, safeguarded, limited in access, or otherwise controlled, including but not limited to PII subject to CCPA or GDPR, PHI subject to HIPAA, and similar data regulated under federal, state, or international law.
"Retainer" means a prepaid deposit or ongoing payment arrangement whereby Client pays in advance for Services to be provided by Company, with charges deducted from the retainer balance as Services are rendered.
S
"Sensitive Personal Information" means Personal Information that reveals an individual’s social security number, driver’s license number, state ID number, passport number, financial account information, precise geolocation, racial or ethnic origin, religious or philosophical beliefs, union membership, genetic data, biometric data for identification, health data, sex life, or sexual orientation, as defined under applicable privacy laws including CPRA.
"Services" means the professional services, managed services, consulting, support, software, platforms, products, and other offerings provided by Company to Client as described in the applicable Agreement, Order Document, or Statement of Work.
"Service Level Agreement (SLA)" means the documented commitment regarding the expected service performance, availability, responsiveness, and support levels that Company will provide, including any remedies for failure to meet specified performance metrics.
"Statement of Work (SOW)" means a detailed document that describes the specific services, deliverables, timeline, resources, responsibilities, and acceptance criteria for a particular Engagement or project.
T
"Terms" means the terms and conditions, rules, policies, or requirements governing use of Services or entry into an Agreement, which may include Terms of Use, Terms of Service, or similar documents.
W
"Work Product" means all deliverables, inventions, discoveries, designs, developments, documentation, code, materials, and other tangible or intangible results created, made, developed, or reduced to practice by Company in the course of performing Services under an Agreement.
Notes on Usage
Capitalization
When these terms appear capitalized in agreements (e.g., “Services,” “Client,” “Agreement”), they refer to the specific definitions in this Dictionary. When appearing in lowercase, they carry their ordinary English meaning.
Incorporation by Reference
This Dictionary is incorporated by reference into all Bedrock IS agreements, contracts, policies, and terms. Individual agreements may provide additional definitions or modify these definitions for specific purposes, in which case the agreement-specific definition controls for that agreement only.
Updates
This Dictionary may be updated from time to time. The version incorporated into any specific agreement is the version in effect as of the agreement’s effective date, unless the agreement specifies otherwise.
Conflicts
In the event of any conflict between this Dictionary and a specific definition provided in an individual agreement, the definition in the specific agreement shall control for purposes of interpreting that agreement.