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1. Parties: Identifies and provides details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Term and Extension: Specifies initial term, extension options and conditions
5. Services: Details the core services to be provided and service standards
6. Performance Management: Establishes KPIs, reporting requirements and performance review processes
7. Pricing and Payment: Details fees, payment terms, invoicing and review mechanisms
8. Governance and Relationship Management: Outlines management structure, meetings and escalation processes
9. Personnel and Resources: Specifies requirements for service provider staff and resources
10. Compliance and Audit: Sets out compliance obligations and audit rights
11. Intellectual Property: Addresses IP ownership, licenses and protection
12. Confidentiality and Privacy: Covers confidentiality obligations and data protection requirements
13. Liability and Insurance: Details liability caps, indemnities and insurance requirements
14. Force Majeure: Addresses unforeseen events and their impact
15. Termination: Specifies termination rights and processes
16. Transition and Exit: Covers handover obligations and exit arrangements
17. General Provisions: Includes standard boilerplate clauses
1. Security Requirements: Required when services involve sensitive data or systems access
2. Business Continuity: Needed for critical services requiring disaster recovery planning
3. Change Management: Important for complex services likely to require variations
4. Innovation and Continuous Improvement: Relevant for long-term strategic partnerships
5. Environmental Compliance: Required when services have environmental impacts
6. Social Responsibility: Important for public sector or high-profile contracts
7. Subcontracting: Needed when service provider likely to use subcontractors
8. Volume Commitments: Relevant when service levels tied to minimum volumes
9. Technology Standards: Required for technology-dependent services
10. Data Management: Important when significant data processing involved
1. Schedule 1 - Service Descriptions: Detailed specifications of all services to be provided
2. Schedule 2 - Service Levels and KPIs: Comprehensive performance metrics and measurement methods
3. Schedule 3 - Pricing and Charging: Detailed fee structures, rates and pricing mechanisms
4. Schedule 4 - Governance Procedures: Detailed governance processes and meeting schedules
5. Schedule 5 - Change Control Procedure: Process for managing contract and service changes
6. Schedule 6 - Personnel: Key personnel, qualifications and resource requirements
7. Schedule 7 - Reports: Reporting templates and requirements
8. Schedule 8 - Transition Plan: Detailed transition-in and transition-out procedures
9. Schedule 9 - Business Continuity Plan: Disaster recovery and business continuity procedures
10. Schedule 10 - Form of Parent Company Guarantee: Standard form guarantee if required
11. Appendix A - Approved Subcontractors: List of pre-approved subcontractors if applicable
12. Appendix B - Site Access Requirements: Site access and security procedures if applicable
Applicable Laws
Approved Subcontractor
Associated Services
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Materials
Contract Year
Core Services
Customer Data
Customer Dependencies
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Emergency
Expiry Date
Force Majeure Event
Good Industry Practice
Governance Framework
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
Milestone
Notice
Operating Environment
Performance Credits
Performance Reports
Personnel
Price Review Date
Related Bodies Corporate
Relief Event
Renewal Term
Required Consents
Service Credits
Service Hours
Service Levels
Service Location
Service Provider Systems
Services
Specified Personnel
Successor Provider
Term
Termination Date
Transition Period
Transition Plan
Transition Services
Variation
Work Health and Safety Laws
Term and Extension
Service Provision
Service Levels
Performance Management
Pricing and Payment
Invoicing
Personnel
Governance
Reporting
Audit Rights
Quality Assurance
Change Management
Compliance
Work Health and Safety
Information Security
Data Protection
Privacy
Confidentiality
Intellectual Property
Warranties
Insurance
Liability and Indemnity
Force Majeure
Dispute Resolution
Subcontracting
Assignment and Novation
Termination
Transition-Out
Business Continuity
Records Management
Notice
Governing Law
Entire Agreement
Variation
Waiver
Severability
Relationship of Parties
Information Technology
Facilities Management
Business Process Outsourcing
Healthcare
Telecommunications
Professional Services
Manufacturing
Financial Services
Energy and Utilities
Real Estate
Construction
Education
Legal
Operations
Procurement
Finance
Risk and Compliance
Commercial
Contract Management
Service Delivery
Information Technology
Vendor Management
Project Management
Quality Assurance
Chief Operations Officer
Procurement Manager
Contract Manager
Service Delivery Manager
Operations Director
Commercial Manager
Legal Counsel
Risk Manager
Vendor Manager
Project Manager
Relationship Manager
Compliance Officer
Finance Director
Chief Technology Officer
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