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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: General framework for services to be provided under the agreement
5. Service Standards: Quality standards, KPIs, and service levels required
6. Term and Renewal: Duration of the agreement and renewal provisions
7. Charges and Payment: Pricing structure, payment terms, and invoicing requirements
8. Obligations of Service Provider: Key responsibilities and commitments of the service provider
9. Customer Obligations: Key responsibilities and commitments of the customer
10. Personnel: Requirements for staff delivering services and key personnel provisions
11. Intellectual Property Rights: Ownership and usage rights of IP created or used in services
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: GDPR compliance and data handling requirements
14. Liability and Indemnification: Limitation of liability and indemnification provisions
15. Insurance: Required insurance coverage and minimum limits
16. Termination: Grounds for termination and termination process
17. Consequences of Termination: Post-termination obligations and transition arrangements
18. Force Majeure: Handling of events beyond parties' reasonable control
19. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
20. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions
1. Change Control: Procedures for managing changes to services or agreement terms, recommended for complex service relationships
2. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
3. Audit Rights: Customer's rights to audit service provider's compliance, relevant for regulated industries or critical services
4. Security Requirements: Specific security measures and compliance, essential for services involving sensitive data or systems
5. Environmental Compliance: Environmental standards and requirements, relevant for services with environmental impact
6. Anti-Corruption: Anti-bribery and corruption provisions, important for international services or public sector contracts
7. Subcontracting: Rules and permissions for subcontracting services, needed if subcontracting is contemplated
8. Service Credits: Financial consequences of service level failures, useful for critical service levels
9. Step-In Rights: Customer's right to take over services in specific circumstances, important for essential services
10. Export Control: Export control compliance, necessary for international services or technology transfer
1. Schedule 1 - Services Description: Detailed description of services to be provided
2. Schedule 2 - Service Levels: Specific service levels, KPIs, and measurement methodology
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment terms
4. Schedule 4 - Customer Dependencies: Detailed customer obligations and requirements
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
8. Schedule 8 - Transition Plan: Implementation and service transition requirements
9. Schedule 9 - Exit Plan: Termination assistance and service transfer requirements
10. Schedule 10 - Approved Subcontractors: List of approved subcontractors and their roles
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