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1. Parties: Identification of contracting parties including full legal names, registration details, and addresses
2. Background: Context of the agreement, business objectives, and relationship between the parties
3. Definitions: Detailed definitions of technical terms, key concepts, and abbreviated terms used throughout the agreement
4. Services: Detailed description of services to be provided, including scope, deliverables, and service levels
5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions
6. Charges and Payment: Fee structure, payment terms, invoicing procedures, and any performance-related pricing mechanisms
7. Service Provider Obligations: Key responsibilities, performance standards, and compliance requirements for the service provider
8. Customer Obligations: Customer's responsibilities, including provision of information, access, and resources
9. Data Protection and Security: Obligations regarding data handling, privacy, and security measures in compliance with UAE laws
10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created materials
11. Confidentiality: Protection of confidential information, permitted disclosures, and survival terms
12. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
13. Termination: Termination rights, procedures, and consequences
14. Exit Management: Procedures for service transition upon termination or expiry
15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Staff Transfer: Required when the outsourcing involves transfer of employees, addressing UAE Labor Law requirements
2. Change Control: Recommended for complex services where scope changes are likely to be required
3. Business Continuity: Important for critical services requiring disaster recovery and business continuity planning
4. Anti-Bribery and Corruption: Recommended for high-value contracts or when dealing with government entities
5. Environmental Compliance: Relevant for outsourcing involving environmental impacts or sustainability requirements
6. Foreign Investment Provisions: Required when the service provider is a foreign entity, addressing UAE FDI requirements
7. Shariah Compliance: Required when parties need to ensure services comply with Islamic law principles
8. Local Content Requirements: Important when specific UAE local content obligations must be met
1. Service Description: Detailed technical and operational specifications of services
2. Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies
3. Charges: Detailed pricing structure, rate cards, and payment calculations
4. Customer Dependencies: Detailed list of customer-provided items, facilities, and support
5. Security Requirements: Specific security protocols, standards, and compliance requirements
6. Business Continuity Plan: Detailed procedures for service continuity and disaster recovery
7. Exit Plan: Detailed transition requirements and procedures upon termination
8. Approved Subcontractors: List of pre-approved subcontractors and their permitted scope
9. Data Processing Agreement: Specific terms for personal data handling in compliance with UAE data protection laws
10. Form of Change Order: Template for documenting and approving changes to services
Acceptance Criteria
Affiliate
Background Intellectual Property
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Customer
Customer Data
Customer Dependencies
Customer Materials
Data Protection Laws
Deliverables
Dispute Resolution Procedure
Documentation
Emergency
Exit Plan
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Milestone
Notice
Personal Data
Project Plan
Quality Standards
Regulatory Requirements
Reports
Security Requirements
Service Credits
Service Level Agreement
Services
Service Provider
Service Provider Personnel
Site
Specification
Subcontractor
Term
Termination Date
Third Party
Transition Period
UAE
Working Hours
Services Scope
Term and Duration
Service Levels
Performance Monitoring
Charges and Payment
Invoicing
Service Provider Obligations
Customer Obligations
Staff and Personnel
Subcontracting
Change Control
Data Protection
Confidentiality
Intellectual Property Rights
Security Requirements
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Business Continuity
Termination Rights
Exit Management
Anti-Bribery
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Compliance with Laws
Asset Transfer
Quality Standards
Reporting Requirements
Risk Management
Service Credits
Information Technology
Business Process Operations
Manufacturing
Healthcare
Financial Services
Real Estate
Telecommunications
Professional Services
Energy and Utilities
Retail
Logistics and Supply Chain
Education
Hospitality
Construction
Legal
Procurement
Operations
Finance
Risk and Compliance
Information Technology
Project Management
Vendor Management
Commercial
Strategy
Human Resources
Service Delivery
Business Development
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Legal Director
Procurement Manager
Operations Director
Commercial Manager
Contract Manager
Vendor Management Lead
Risk Manager
Compliance Officer
IT Director
Project Manager
Service Delivery Manager
Business Unit Head
Finance Director
Strategy Director
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