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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Term and Renewal: Specifies the duration of the agreement and any renewal provisions
5. Framework for Service Orders/Statements of Work: Establishes the process for creating and managing individual service orders or statements of work
6. Pricing and Payment Terms: Details the pricing structure, payment terms, invoicing process, and any price adjustment mechanisms
7. Obligations of the Parties: Sets out the key responsibilities and obligations of each party
8. Service Levels: Establishes the expected performance standards and metrics
9. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
10. Confidentiality: Details obligations regarding confidential information
11. Data Protection and Privacy: Specifies requirements for handling personal and sensitive data
12. Liability and Indemnification: Sets out liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage
14. Termination: Details circumstances and processes for termination
15. Dispute Resolution: Establishes procedures for resolving disputes
16. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and governing law
1. Change Control: Include when the services or deliverables are likely to require formal change management processes
2. Business Continuity and Disaster Recovery: Include for critical services or when regulatory compliance requires it
3. Security Requirements: Include when dealing with sensitive information or systems access
4. Audit Rights: Include when regulatory compliance or performance verification is important
5. Personnel Requirements: Include when specific qualifications or security clearances are needed
6. Environmental Compliance: Include when environmental impacts or sustainability are relevant
7. Export Control: Include when dealing with international trade or restricted technologies
8. Anti-Bribery and Corruption: Include when operating in high-risk jurisdictions or when required by corporate policies
9. Force Majeure: Include when specific events beyond parties' control need detailed treatment
10. Parent Company Guarantee: Include when financial security is required from a parent company
1. Schedule 1 - Services Description: Detailed description of services or products covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and key performance indicators
4. Schedule 4 - Governance and Reporting: Management structure, meeting requirements, and reporting obligations
5. Schedule 5 - Form of Statement of Work: Template for individual statements of work or service orders
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Security Requirements: Detailed security protocols and requirements
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Schedule 9 - Transition Plan: Implementation or transition-in requirements
10. Schedule 10 - Exit Plan: Transition-out or termination assistance requirements
Applicable Laws
Background IP
Business Day
Change Control Process
Charges
Commencement Date
Confidential Information
Contract Materials
Contract Year
Customer
Customer Data
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
GST
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Loss
Material Breach
Milestone
Notice
Personal Information
Personnel
Privacy Laws
Project
Related Body Corporate
Renewal Term
Representatives
Schedule
Security Requirements
Service Credits
Service Levels
Services
Site
Specifications
Statement of Work
Subsidiary
Term
Third Party Materials
Variation
Warranty Period
Work Order
Definitions
Term and Renewal
Services Provision
Ordering Process
Payment Terms
GST
Service Levels
Performance Management
Change Control
Customer Obligations
Supplier Obligations
Personnel
Subcontracting
Intellectual Property
Data Protection
Privacy
Confidentiality
Security
Audit Rights
Records Management
Warranties
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Business Continuity
Dispute Resolution
Assignment and Novation
Variation
Notices
Relationship of Parties
Anti-Bribery and Corruption
Modern Slavery
Governing Law
Entire Agreement
Severability
Waiver
Counterparts
Further Assurance
Information Technology
Professional Services
Manufacturing
Construction
Healthcare
Financial Services
Telecommunications
Energy and Utilities
Mining
Retail
Logistics and Supply Chain
Consulting
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Business Development
Sales
Vendor Management
Project Management
Chief Legal Officer
General Counsel
Legal Director
Commercial Manager
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Project Manager
Account Executive
Sales Director
Vendor Manager
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