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1. Parties: Identification and details of the service provider and client
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Term and Termination: Duration of the agreement and conditions for termination
6. Fees and Payment: Compensation, payment terms, expenses, and invoicing procedures
7. Obligations of Service Provider: Responsibilities, standards of service, and commitments of the provider
8. Obligations of Client: Client's responsibilities, including cooperation and access requirements
9. Intellectual Property: Ownership and rights to work product and pre-existing IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Insurance: Required insurance coverage and minimum limits
13. Force Majeure: Provisions for unforeseen circumstances and events beyond parties' control
14. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Non-Competition: Restrictions on competitive activities, used when service provider may compete with client
2. Non-Solicitation: Restrictions on soliciting employees or clients, used in professional services
3. Data Protection: Specific provisions for handling personal data, required when personal information is processed
4. Service Levels: Specific performance metrics and standards, used for technical or ongoing services
5. Warranty: Specific warranties for services, used when quality guarantees are required
6. Change Control: Process for changing scope or specifications, used in complex service arrangements
7. Dispute Resolution: Specific procedures for resolving disputes, used in high-value contracts
8. Transition Services: Provisions for handover at termination, used for complex ongoing services
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and specifications
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance metrics, reporting requirements, and remedies
4. Schedule D - Key Personnel: List of key team members and their roles
5. Schedule E - Insurance Requirements: Specific insurance types and coverage limits
6. Appendix 1 - Change Request Form: Template for requesting and documenting changes to services
7. Appendix 2 - Report Templates: Standard formats for required reports and documentation
Services
Deliverables
Effective Date
Term
Fees
Client
Service Provider
Confidential Information
Intellectual Property
Pre-Existing IP
Work Product
Force Majeure Event
Business Day
Change Request
Client Materials
Dispute
Good Industry Practice
Insolvency Event
Key Personnel
Service Levels
Termination Date
Territory
Applicable Law
Personal Information
Representatives
Affiliated Companies
Material Breach
Schedule
GST/HST
Commencement Date
Third Party
Working Hours
Term and Duration
Services
Payment and Fees
Service Provider Obligations
Client Obligations
Intellectual Property
Confidentiality
Data Protection
Warranties and Representations
Liability and Indemnification
Insurance
Force Majeure
Termination
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Independent Contractor
Non-Solicitation
Health and Safety
Compliance with Laws
Records and Audit
Performance Standards
Change Management
Survival
Professional Services
Information Technology
Construction
Healthcare
Education
Consulting
Marketing and Advertising
Financial Services
Real Estate
Manufacturing
Engineering
Environmental Services
Business Services
Telecommunications
Legal
Procurement
Operations
Finance
Risk Management
Compliance
Human Resources
Executive Leadership
Commercial
Business Development
Project Management
Administrative
Legal Counsel
Contract Manager
Procurement Manager
Project Manager
Business Development Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Human Resources Director
Chief Executive Officer
Commercial Manager
General Manager
Business Owner
Department Head
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