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1. Parties: Identification of service provider and recipient entities
2. Background: Context of the agreement, typically referencing the main transaction necessitating transition services
3. Definitions: Key terms used throughout the agreement
4. Services: Description of transition services categories and general provision principles
5. Service Standards: Quality standards, performance metrics, and service levels
6. Term and Termination: Duration of services, extension options, and termination rights
7. Fees and Payment: Service pricing, payment terms, and invoicing procedures
8. Personnel: Service delivery team requirements and key personnel provisions
9. Intellectual Property: IP ownership and licensing for service delivery
10. Confidentiality: Protection of confidential information exchanged during service provision
11. Data Protection: Compliance with Swiss data protection requirements and data handling procedures
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Swiss law application and dispute resolution provisions
1. Migration Services: Used when specific transition-out or knowledge transfer services are required
2. Third Party Providers: Include when subcontractors or third-party service providers are involved
3. Insurance: Detailed insurance requirements when service provision involves significant risks
4. Business Continuity: Include for critical services requiring disaster recovery planning
5. Audit Rights: Add when regulatory compliance or specific monitoring rights are needed
6. Security Requirements: Include for services involving sensitive systems or data access
7. Change Control: Add for complex services likely to require modifications during the term
1. Schedule 1 - Services Description: Detailed description of each service category and specific services
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and remedies
3. Schedule 3 - Charges: Detailed pricing structure, rates, and cost allocation methodology
4. Schedule 4 - Key Personnel: List of key service provider and recipient personnel
5. Schedule 5 - Technical Requirements: Systems, infrastructure, and technical specifications
6. Schedule 6 - Data Processing Agreement: Detailed data protection terms compliant with Swiss requirements
7. Schedule 7 - Migration Plan: Timeline and responsibilities for service transition or termination
8. Appendix A - Service Request Form: Template for requesting additional or modified services
9. Appendix B - Report Templates: Standard formats for service performance reporting
Affiliate
Additional Services
Business Day
Charges
Confidential Information
Change Request
Data Protection Laws
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Migration Plan
Migration Services
Personal Data
Provider
Provider Systems
Recipient
Related Agreement
Service Credits
Service Levels
Services
Service Term
Service Transfer Date
Scheduled Maintenance
Swiss FADP
Term
Termination Assistance
Termination Date
Third Party Provider
Transition Period
VAT
Work Product
Service Levels
Charges and Payment
Term and Termination
Personnel
Subcontracting
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Liability
Insurance
Assignment and Transfer
Change Control
Audit Rights
Business Continuity
Migration Services
Records and Reports
Warranties
Compliance with Laws
Anti-Corruption
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Counterparts
Financial Services
Manufacturing
Technology
Pharmaceuticals
Insurance
Telecommunications
Energy
Consumer Goods
Healthcare
Professional Services
Real Estate
Transportation and Logistics
Legal
Finance
Operations
Information Technology
Human Resources
Risk and Compliance
Project Management
Corporate Development
Procurement
Integration Management
Chief Legal Officer
General Counsel
Head of Legal
Corporate Lawyer
M&A Director
Chief Financial Officer
Head of Operations
Integration Manager
Transition Manager
Commercial Director
Project Manager
Chief Information Officer
Head of HR
Risk Manager
Compliance Officer
Chief Operating Officer
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