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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and circumstances leading to the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Interpretation: Rules for interpreting the agreement, including general principles and specific conventions
5. Term and Commencement: Specifies when the agreement starts and its duration
6. Obligations of the Parties: Details the core responsibilities and commitments of each party
7. Payment Terms: Specifies all financial arrangements, including amounts, timing, and method of payment
8. Representations and Warranties: Statements of fact and promises made by the parties
9. Intellectual Property: Addresses ownership and usage rights of IP involved in the agreement
10. Confidentiality: Provisions for handling confidential information
11. Termination: Conditions and process for ending the agreement
12. Dispute Resolution: Process for handling disagreements between parties
13. General Provisions: Standard legal clauses including notices, amendments, governing law, etc.
14. Execution: Signature blocks and execution requirements
1. Force Majeure: Provisions for handling events beyond parties' control - include if risk of external disruption is significant
2. Insurance: Insurance requirements - include if specific insurance coverage is needed
3. Security: Security arrangements such as guarantees or bonds - include if payment or performance security is required
4. Change Control: Procedures for managing changes to scope or terms - include for complex or long-term agreements
5. Audit Rights: Rights to audit compliance or payments - include if verification of compliance is important
6. Data Protection: Specific provisions for handling personal data - include if personal data is processed
7. Anti-corruption: Anti-bribery and corruption provisions - include for international or high-risk transactions
8. Assignment and Subcontracting: Rules for transferring rights or obligations - include if relevant to the business context
1. Schedule 1 - Services or Products: Detailed description of services or products covered by the agreement
2. Schedule 2 - Pricing and Payment Details: Detailed pricing structures, payment schedules, and related terms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Key Personnel: Details of key people involved in delivering the agreement obligations
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Form of Notice: Template forms for various notices required under the agreement
7. Appendix A - Related Documents: Referenced documents that form part of the agreement
8. Appendix B - Special Conditions: Any special terms or conditions specific to this agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Consequential Loss
Contract Material
Dispute
Effective Date
Force Majeure Event
GST
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Payment Terms
Personal Information
Pre-existing Material
Related Body Corporate
Representatives
Services
Service Levels
Specifications
Term
Territory
Third Party Material
Variation
Wilful Default
Working Hours
Background IP
Deliverables
Insolvency Event
Performance Criteria
Personnel
Project
Schedule
Security Interest
Subsidiary
Termination Date
Definitions
Term and Duration
Conditions Precedent
Representations and Warranties
Obligations and Responsibilities
Payment and Invoicing
Performance Requirements
Service Levels
Intellectual Property
Confidentiality
Data Protection
Privacy
Personnel
Subcontracting
Insurance
Indemnity
Liability
Force Majeure
Termination
Exit Arrangements
Assignment
Change Control
Dispute Resolution
Notices
Security
Audit Rights
Compliance
Anti-Corruption
Competition Law
Record Keeping
Business Continuity
Governing Law
Entire Agreement
Severability
Waiver
Amendment
Time of Essence
Costs
Counterparts
Relationship of Parties
Third Party Rights
GST and Taxation
Guarantee and Security
Professional Services
Information Technology
Manufacturing
Construction
Healthcare
Financial Services
Retail
Real Estate
Education
Energy
Mining
Agriculture
Telecommunications
Legal
Commercial
Procurement
Finance
Operations
Risk and Compliance
Business Development
Executive Leadership
Project Management
Account Management
Chief Executive Officer
Managing Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Procurement Manager
Risk Manager
Compliance Officer
Project Manager
Account Executive
General Manager
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