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Service Framework Agreement
"I need a Service Framework Agreement for my IT consulting company based in Ontario, providing cloud implementation and cybersecurity services to financial institutions, with strict data protection requirements and the ability to add new services through order forms."
1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Agreement: Overview of services framework and mechanism for ordering services
5. Service Orders: Process for requesting, accepting, and implementing specific service orders
6. Service Provider Obligations: Core obligations, service standards, and performance requirements
7. Customer Obligations: Customer's responsibilities, including cooperation and access requirements
8. Fees and Payment: Pricing structure, payment terms, invoicing, and tax considerations
9. Intellectual Property: Ownership and licensing of IP created or used in service delivery
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection and Privacy: Compliance with PIPEDA and provincial privacy laws
12. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Term and Termination: Duration, renewal, and termination rights and procedures
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Compliance with Employment Laws: Include when service provider personnel will work on customer premises or integrate closely with customer staff
2. Security Requirements: Include when services involve access to customer systems or sensitive information
3. Business Continuity: Include for critical services requiring disaster recovery and business continuity planning
4. Audit Rights: Include when regulatory compliance or financial auditing is important
5. Service Level Agreement: Include when specific performance metrics and remedies are required
6. Change Control: Include when services are complex and likely to require modifications over time
7. Environmental Compliance: Include when services have environmental impacts or risks
8. Anti-Corruption: Include when services involve government contracts or international elements
1. Schedule A - Service Descriptions: Detailed descriptions of available services within the framework
2. Schedule B - Rate Card: Standard pricing for services, including rate categories and conditions
3. Schedule C - Service Level Requirements: Detailed service levels, measurement criteria, and remedies
4. Schedule D - Template Service Order: Standard form for ordering specific services under the framework
5. Schedule E - Security Requirements: Detailed security protocols and requirements
6. Schedule F - Key Personnel: Identification and qualifications of key service delivery personnel
7. Schedule G - Approved Subcontractors: List of pre-approved subcontractors and their scope
8. Appendix 1 - Technical Requirements: Technical specifications and standards for service delivery
9. Appendix 2 - Governance Procedures: Detailed procedures for contract management and oversight
Authors
Affiliate
Applicable Law
Authorized Representative
Background IP
Business Day
Change Control Process
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Governance Procedures
GST/HST
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Milestone
Notice
Personal Information
Personnel
Project
Quality Standards
Rate Card
Renewal Term
Representatives
Service Credits
Service Hours
Service Levels
Service Order
Service Provider
Service Provider Materials
Service Requirements
Services
Site
Specifications
Statement of Work
Subcontractor
Term
Third Party Materials
Working Hours
Interpretation
Term and Duration
Services Provision
Service Orders
Service Levels
Performance Standards
Acceptance Testing
Change Control
Payment Terms
Invoicing
Tax Compliance
Personnel
Key Personnel
Subcontracting
Compliance with Laws
Data Protection
Privacy
Confidentiality
Intellectual Property
License Grant
Warranties
Representations
Customer Obligations
Service Provider Obligations
Governance
Audit Rights
Record Keeping
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Anti-Corruption
Business Continuity
Environmental Compliance
Health and Safety
Security Requirements
Reporting
Quality Assurance
Information Technology
Professional Services
Management Consulting
Facilities Management
Business Process Outsourcing
Healthcare Services
Financial Services
Telecommunications
Engineering Services
Environmental Services
Construction Services
Education and Training
Research and Development
Marketing Services
Human Resources Services
Legal
Procurement
Operations
Finance
Risk Management
Compliance
Commercial
Business Development
Project Management
Service Delivery
Vendor Management
Supply Chain
Strategic Sourcing
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Business Development Director
Account Manager
Project Manager
Service Delivery Manager
Vendor Management Lead
Chief Operations Officer
Supply Chain Manager
Strategic Sourcing Manager
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