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1. Parties: Identification of the service provider and the client, including full legal names, addresses, and any registration numbers
2. Background: Context of the agreement and brief description of why the parties are entering into this contract
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', and specific Swiss law terms
4. Scope of Services: Detailed description of the services to be provided, including any specific requirements or standards
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination, including notice periods as per Swiss law
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Clear statement of the independent contractor relationship and distinction from employment relationship
8. Obligations of the Service Provider: Key responsibilities, quality standards, and performance requirements
9. Obligations of the Client: Client's responsibilities, including provision of information and materials needed
10. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Swiss Federal Act on Data Protection and handling of personal data
13. Liability and Indemnification: Limitations of liability and indemnification obligations under Swiss law
14. Insurance: Required insurance coverage and minimum limits
15. Governing Law and Jurisdiction: Explicit reference to Swiss law and jurisdiction for dispute resolution
16. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competing activities, used when service provider has access to sensitive information or client relationships
2. Non-Solicitation: Restrictions on soliciting employees or clients, included when there's risk of poaching
3. Equipment and Resources: Provisions regarding tools and resources provided by either party, used when specific equipment is required
4. Training Requirements: Specific training or certification requirements, included when services require particular qualifications
5. Substitution Rights: Right to provide substitute personnel, included when personal performance isn't essential
6. Performance Metrics: Specific KPIs and performance measurement criteria, used for complex or long-term services
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term contracts
8. Exit Assistance: Transition support upon contract termination, important for complex or critical services
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance standards, metrics, and quality requirements
4. Schedule D - Data Processing Agreement: Detailed terms for handling personal data in compliance with Swiss law
5. Schedule E - Required Insurance: Specific insurance requirements and coverage limits
6. Appendix 1 - Contact Details: Key contact persons and their details for both parties
7. Appendix 2 - Reporting Templates: Standard formats for required reports and documentation
8. Appendix 3 - Policies and Procedures: Relevant client policies that the service provider must comply with
Applicable Law
Business Day
Confidential Information
Client
Client Materials
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Notice
Personal Data
Project
Services
Service Provider
Service Provider Personnel
Service Location
Service Period
Specifications
Statement of Work
Swiss Law
Term
Third Party
Work Product
Data Protection Laws
Professional Standards
Quality Standards
Regulatory Requirements
Service Levels
Social Security Contributions
VAT
Working Hours
Termination Date
Milestone
Performance Criteria
Acceptance Criteria
Background IP
Foreground IP
Commercially Reasonable Efforts
Material Breach
Services Scope
Term and Duration
Payment Terms
Independent Contractor Status
Performance Standards
Deliverables
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Liability and Indemnification
Insurance
Termination
Force Majeure
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Social Security Compliance
Tax Compliance
Regulatory Compliance
Warranties
Service Provider Obligations
Client Obligations
Quality Standards
Acceptance Criteria
Reporting Requirements
Personnel
Subcontracting
Audit Rights
Business Continuity
Health and Safety
Ethics and Compliance
Record Keeping
Representation and Warranties
Professional Services
Information Technology
Management Consulting
Creative Industries
Healthcare
Education and Training
Financial Services
Legal Services
Engineering
Architecture
Marketing and Communications
Business Advisory
Research and Development
Technical Services
Legal
Human Resources
Procurement
Operations
Compliance
Risk Management
Administration
Contract Management
Business Development
Corporate Services
Legal Counsel
HR Manager
Procurement Manager
Contract Manager
Business Development Manager
Project Manager
Operations Director
Compliance Officer
Risk Manager
General Counsel
HR Director
Chief Legal Officer
Chief Operating Officer
Administrative Manager
Company Secretary
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