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1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and any relevant registration numbers
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties
3. Definitions: Defines key terms used throughout the agreement to ensure consistent interpretation
4. Term and Commencement: Specifies when the agreement begins and its duration
5. Obligations of the Parties: Details the core responsibilities and commitments of each party
6. Payment Terms: Specifies all financial arrangements, including amounts, timing, and method of payment
7. Representations and Warranties: Lists the formal promises and assertions made by each party
8. Termination: Outlines how and when the agreement can be ended by either party
9. Confidentiality: Establishes obligations regarding private or sensitive information
10. Dispute Resolution: Describes the process for resolving disagreements
11. Governing Law: Specifies that Canadian law governs the agreement and identifies the relevant jurisdiction
12. Execution: Formal signing section including date and signature blocks for all parties
1. Force Majeure: Include when parties want protection from events beyond their control
2. Intellectual Property: Include when the agreement involves creation, licensing, or transfer of IP rights
3. Insurance: Include when specific insurance coverage is required from either party
4. Assignment: Include when parties want to specify whether rights can be transferred to others
5. Data Protection: Include when personal data or sensitive information will be processed
6. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
7. Change Control: Include when the agreement may need to adapt to changing circumstances
8. Audit Rights: Include when one party needs the right to verify the other's compliance
9. Service Levels: Include when specific performance standards need to be maintained
10. Language Declaration: Include when the agreement involves Quebec or requires official language statements
1. Schedule A - Services Description: Detailed description of services or deliverables to be provided
2. Schedule B - Pricing and Payment Schedule: Detailed breakdown of all costs, fees, and payment timelines
3. Schedule C - Service Levels: Specific metrics and standards for performance measurement
4. Schedule D - Key Personnel: List of important contacts and their roles from each party
5. Schedule E - Technical Requirements: Technical specifications or requirements
6. Appendix 1 - Forms and Templates: Standard forms referenced in the agreement
7. Appendix 2 - Policies and Procedures: Relevant internal policies that are incorporated by reference
Applicable Law
Business Day
Commencement Date
Confidential Information
Defaulting Party
Effective Date
Force Majeure Event
Intellectual Property Rights
Material Breach
Notice
Parties
Personal Information
Representatives
Services
Term
Territory
Third Party
Working Hours
Affiliate
Change of Control
Commercially Reasonable Efforts
Completion Date
Deliverables
Dispute
Documentation
Good Industry Practice
Insolvency Event
Liability
Loss
Payment Terms
Personnel
Related Party
Schedule
Termination Date
Working Day
Interpretation
Term and Duration
Obligations
Payment Terms
Representations and Warranties
Confidentiality
Intellectual Property
Data Protection
Force Majeure
Termination
Assignment
Subcontracting
Liability and Indemnification
Insurance
Dispute Resolution
Governing Law and Jurisdiction
Notices
Amendment and Waiver
Entire Agreement
Severability
Counterparts
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Service Levels
Change Control
Non-Solicitation
Non-Competition
Relationship of Parties
Third Party Rights
Language Declaration
Costs and Expenses
Further Assurance
Time of Essence
Technology
Manufacturing
Healthcare
Financial Services
Real Estate
Retail
Professional Services
Energy
Transportation
Construction
Education
Agriculture
Mining
Telecommunications
Environmental Services
Legal
Compliance
Procurement
Finance
Operations
Risk Management
Business Development
Corporate Affairs
Administrative
Executive Leadership
Contract Management
Project Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Contract Manager
Legal Counsel
Business Development Manager
Chief Financial Officer
Procurement Manager
Risk Manager
Compliance Officer
Operations Director
Project Manager
Commercial Director
Corporate Secretary
Senior Legal Analyst
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