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1. Parties: Identification and details of the contracting parties (service provider and customer)
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 core obligations and deliverables
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights
6. Service Provider's Obligations: Key responsibilities and commitments of the service provider
7. Customer's Obligations: Key responsibilities and commitments of the customer
8. Service Levels: Performance standards, metrics, and measurement methodology
9. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
10. Data Protection and Security: Compliance with Swiss FDPA, security measures, and data handling requirements
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property Rights: Ownership and licensing of IP created or used during service provision
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Insurance: Required insurance coverage and minimum limits
15. Business Continuity: Disaster recovery and business continuity requirements
16. Audit Rights: Customer's rights to audit service provider's operations and compliance
17. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution
18. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Regulatory Compliance: Additional compliance requirements for regulated industries (e.g., financial services, healthcare)
2. Staff and Key Personnel: Requirements for service provider's personnel, including key staff provisions
3. Change Control: Procedures for managing changes to services, specifications, or contract terms
4. Step-in Rights: Customer's right to take over services in critical situations
5. Anti-Bribery and Corruption: Specific provisions for preventing corruption and ensuring ethical business practices
6. Environmental Requirements: Sustainability and environmental compliance requirements
7. Subcontracting: Rules and restrictions regarding use of subcontractors
8. Exit Management: Detailed provisions for service transition upon contract termination
9. Force Majeure: Handling of events beyond parties' reasonable control
10. Parent Company Guarantee: Additional financial security through parent company guarantees
1. Schedule 1 - Services Description: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, metrics, and measurement methodology
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment mechanisms
4. Schedule 4 - Customer Dependencies: List of customer obligations and prerequisites 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 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
8. Schedule 8 - Transition Plan: Implementation and service transition methodology
9. Schedule 9 - Exit Plan: Detailed procedures for contract termination and service transfer
10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their roles
Affiliate
Agreement
Applicable Law
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer Data
Customer Dependencies
Customer Materials
Data Protection Laws
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Documentation
Emergency
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
Milestone
Notice
Personal Data
Processing
Regulatory Requirements
Related Agreements
Renewal Term
Reports
Security Requirements
Service Credits
Service Levels
Services
Service Provider Materials
Service Provider Personnel
Service Recipient
Subcontractor
Term
Termination Date
Third Party Software
Transition Period
Transition Plan
Working Hours
Service Levels
Charges
Payment
Performance Monitoring
Data Protection
Confidentiality
Intellectual Property
Personnel
Change Control
Audit Rights
Compliance
Risk Management
Security
Business Continuity
Force Majeure
Liability
Indemnification
Insurance
Term
Termination
Exit Management
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Anti-Corruption
Record Keeping
Reporting
Warranties
Transition Services
Non-Solicitation
Step-in Rights
Environmental Compliance
Regulatory Compliance
Competition Law
Language
Amendments
Severability
Entire Agreement
Financial Services
Technology
Manufacturing
Healthcare
Pharmaceuticals
Insurance
Telecommunications
Professional Services
Retail
Energy
Transportation and Logistics
Real Estate
Education
Media and Entertainment
Legal
Procurement
Operations
Information Technology
Finance
Risk Management
Compliance
Data Protection
Vendor Management
Project Management
Business Development
Strategy
Internal Audit
Human Resources
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Technology Officer
Chief Legal Officer
General Counsel
Head of Procurement
Procurement Manager
Contract Manager
Operations Director
IT Director
Vendor Management Officer
Risk Management Officer
Compliance Officer
Data Protection Officer
Project Manager
Service Delivery Manager
Business Unit Head
Finance Director
Legal Counsel
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