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1. Parties: Identification and details of the service provider and client, including registered addresses and business numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including deliverables and performance standards
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures
7. Service Provider's Obligations: Key responsibilities, quality standards, and performance requirements
8. Client's Obligations: Client's responsibilities, including provision of information and access
9. Intellectual Property: Ownership and usage rights of pre-existing and created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Independent Contractor Relationship: Clarification of independent contractor status and not employment
12. Insurance and Liability: Insurance requirements and limitation of liability provisions
13. General Provisions: Standard legal provisions including governing law, notices, and entire agreement
1. Data Protection and Privacy: Required when personal data processing is involved, ensuring PIPEDA compliance
2. Service Levels: Include when specific performance metrics and standards need to be measured
3. Change Control: Add for complex services where scope changes are likely
4. Disaster Recovery: Important for critical services or when handling sensitive data
5. Compliance with Laws: Detailed section needed for heavily regulated industries
6. Security Requirements: Include when service provider needs access to client systems or handles sensitive information
7. Environmental Compliance: Required for services with environmental impact
8. Subcontracting: Include when service provider may need to engage subcontractors
9. Training and Support: Add when ongoing training or support is part of the service
10. Exit Management: Important for complex services requiring transition planning
1. Schedule A - Services Description: Detailed specification of services, methodologies, and deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Service Levels: Performance metrics, measurement methods, and remedies
4. Schedule D - Key Personnel: List of key team members and their roles
5. Schedule E - Required Insurance: Specific insurance types and coverage amounts
6. Schedule F - Security Requirements: Detailed security protocols and compliance requirements
7. Appendix 1 - Change Request Form: Template for requesting and documenting changes to services
8. Appendix 2 - Report Templates: Standard formats for required reporting
9. Appendix 3 - Contact Information: Key contacts and escalation procedures
10. Appendix 4 - Policies and Procedures: Relevant client policies that service provider must follow
Applicable Laws
Business Day
Change Order
Client
Client Materials
Confidential Information
Deliverables
Effective Date
Fees
Force Majeure Event
GST/HST
Intellectual Property Rights
Key Personnel
Personal Information
Pre-existing IP
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Subcontractor
Term
Third Party Materials
Work Product
Acceptance Criteria
Authorized Representative
Background IP
Commencement Date
Commercially Reasonable Efforts
Completion Date
Dispute
Good Industry Practice
Initial Term
Losses
Material Breach
Performance Standards
Project
Records
Related Entities
Renewal Term
Reports
Schedule
Site
Staff
Statement of Work
Territory
Termination Date
Time of the Essence
Working Hours
Services
Term and Termination
Payment
Performance Standards
Service Provider Obligations
Client Obligations
Representations and Warranties
Intellectual Property
Confidentiality
Data Protection and Privacy
Liability and Indemnification
Insurance
Force Majeure
Independent Contractor Status
Non-Solicitation
Non-Competition
Change Management
Dispute Resolution
Assignment and Subcontracting
Compliance with Laws
Record Keeping
Audit Rights
Notice
Governing Law
Entire Agreement
Severability
Amendments
Waiver
Counterparts
Time of the Essence
Health and Safety
Environmental Compliance
Security Requirements
Business Continuity
Exit Management
Information Technology
Professional Services
Consulting
Healthcare
Construction
Financial Services
Education
Marketing and Advertising
Engineering
Environmental Services
Facilities Management
Transportation and Logistics
Legal
Procurement
Finance
Operations
Risk Management
Compliance
Human Resources
Project Management Office
Business Development
Vendor Management
Commercial
Legal Counsel
Procurement Manager
Contract Administrator
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Human Resources Director
Department Head
Chief Operating Officer
Vendor Relations Manager
Finance Manager
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