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Master Client Agreement
I need a Swiss law Master Client Agreement for my IT services company that will be providing cloud hosting and software development services to clients across Europe, with implementation starting January 2025. The agreement needs strong data protection provisions and should include provisions for both on-premise and remote service delivery.
1. Parties: Identification and details of the contracting parties, including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Services: General framework for services to be provided under the agreement
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Ordering Process: Procedures for requesting and confirming specific services under the agreement
7. Fees and Payment: General pricing principles, payment terms, and invoicing procedures
8. Service Levels: General principles for service quality and performance standards
9. Intellectual Property Rights: Ownership and usage rights of IP created or used under the agreement
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: Compliance with Swiss FDPA and data handling requirements
12. Liability and Indemnification: Allocation of risks and liability limitations
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Governing Law and Jurisdiction: Swiss law application and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, amendments, and notices
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Compliance with Laws: Detailed compliance obligations, particularly relevant for regulated industries
3. Security Requirements: Specific security measures and protocols, important for IT or sensitive data services
4. Business Continuity: Disaster recovery and business continuity requirements for critical services
5. Anti-Corruption and Ethics: Specific anti-corruption and ethical business conduct requirements
6. Personnel Requirements: Specific requirements for staff qualifications or security clearances
7. Audit Rights: Rights to audit performance and compliance, important for regulated industries
8. Environmental Requirements: Sustainability and environmental compliance requirements
9. Change Control: Formal process for managing changes to services or agreement terms
1. Schedule 1 - Service Descriptions: Detailed descriptions of specific services offered under the agreement
2. Schedule 2 - Pricing and Payment Terms: Detailed fee structures, rates, and specific payment conditions
3. Schedule 3 - Service Levels and KPIs: Specific service level agreements, metrics, and measurement methods
4. Schedule 4 - Technical Requirements: Technical specifications and requirements for service delivery
5. Schedule 5 - Security Requirements: Detailed security protocols and requirements
6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing under Swiss FDPA
7. Schedule 7 - Approved Subcontractors: List of approved subcontractors and their roles
8. Appendix A - Contact Details: Key contact information for both parties
9. Appendix B - Form of Service Order: Template for ordering specific services under the agreement
10. Appendix C - Reporting Requirements: Templates and requirements for regular service reporting
Authors
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Charges
Client
Client Data
Client Group
Confidential Information
Contract Year
Control
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Loss
Material Breach
Notice
Order Form
Personal Data
Personnel
Project
Related Party
Representatives
Schedule
Services
Service Credits
Service Levels
Service Order
Service Provider
Specifications
Statement of Work
Subcontractor
Term
Territory
Third Party
Working Hours
Work Product
Change Request
Acceptance Criteria
Business Requirements
Commencement Date
Completion Date
Compliance Requirements
Dispute
Emergency
Fees
Implementation Plan
Key Personnel
Milestone
Performance Standards
Quality Standards
Regulatory Requirements
Security Requirements
Service Location
Service Recipient
Software
Support Services
System
Technical Requirements
Termination Date
Test
Variation
Warranty Period
Definitions
Service Provision
Term
Ordering Process
Service Levels
Acceptance Testing
Fees and Payment
Invoicing
Taxes
Personnel
Client Obligations
Service Provider Obligations
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Security
Audit Rights
Records and Reports
Warranties
Indemnification
Liability
Insurance
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Non-Solicitation
Anti-Corruption
Compliance with Laws
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Business Continuity
Regulatory Compliance
Service Credits
Performance Monitoring
Risk Management
Relationship Management
Environmental Requirements
Quality Management
Communication
Escalation Procedures
Financial Services
Professional Services
Information Technology
Manufacturing
Healthcare
Pharmaceuticals
Insurance
Consulting
Telecommunications
Energy
Software Development
Banking
Asset Management
Logistics
Business Process Outsourcing
Legal
Commercial
Operations
Procurement
Business Development
Sales
Finance
Compliance
Risk Management
Account Management
General Counsel
Legal Director
Commercial Director
Chief Operating Officer
Procurement Manager
Contract Manager
Legal Counsel
Business Development Director
Account Director
Chief Financial Officer
Compliance Officer
Risk Manager
Sales Director
Operations Manager
Project Manager
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