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1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Scope of Services: Detailed description of software services to be provided, including general obligations
5. Service Levels: Performance standards, metrics, and measurement methods for the services
6. Fees and Payment Terms: Pricing structure, payment schedule, invoicing procedures, and late payment consequences
7. Term and Termination: Duration of agreement, renewal terms, and termination rights and procedures
8. Data Protection and Security: GDPR compliance measures, data processing terms, and security requirements
9. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly developed materials
10. Confidentiality: Protection of confidential information, usage restrictions, and disclosure obligations
11. Warranties and Representations: Service quality guarantees and compliance with laws and regulations
12. Liability and Indemnification: Limitation of liability, exclusions, and indemnification obligations
13. Force Majeure: Circumstances excusing performance and related procedures
14. General Provisions: Standard legal provisions including notices, assignment, severability, and entire agreement
1. Change Management: Procedures for requesting and implementing changes to services or terms, used when frequent changes are expected
2. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical software services
3. Personnel Requirements: Specific requirements for service provider's personnel, including qualifications and security clearance
4. Audit Rights: Customer's rights to audit service provider's compliance and performance, crucial for regulated industries
5. Third-Party Services: Terms governing use of subcontractors or third-party services, needed when subcontracting is permitted
6. Export Control: Compliance with export control laws, necessary for international service provision
7. Source Code Escrow: Terms for source code escrow arrangements, important for business-critical software
8. Training and Support: Specific terms for training and support services, when these are key components
1. Schedule 1 - Service Description: Detailed technical specifications and scope of software services
2. Schedule 2 - Service Levels: Detailed SLA metrics, measurement methods, and remedies
3. Schedule 3 - Pricing and Payment: Detailed fee structure, rates, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
5. Schedule 5 - Security Requirements: Detailed security protocols and compliance requirements
6. Schedule 6 - Support Services: Support level definitions and response times
7. Appendix A - Authorized Subcontractors: List of approved third-party service providers
8. Appendix B - Technical Infrastructure: Technical requirements and specifications
Affiliate
Agreement
Authorized Representative
Acceptance Tests
Business Day
Change Request
Confidential Information
Controller
Data Processing Agreement
Data Protection Laws
Data Subject
Deliverables
Documentation
Effective Date
Fees
Force Majeure Event
GDPR
Good Industry Practice
Intellectual Property Rights
Licensed Software
Maintenance Services
Material Breach
Milestone
Personal Data
Processor
Professional Services
Project Plan
Service Credits
Service Levels
Services
Software
Source Code
Specifications
Statement of Work
Support Services
System
Term
Third-Party Software
Updates
User
Virus
Working Hours
Service Levels
Acceptance Testing
Change Control
Payment Terms
Data Protection
Data Security
Intellectual Property
Confidentiality
Warranties
Liability Limitation
Force Majeure
Term and Termination
Personnel
Subcontracting
Audit Rights
Compliance
Insurance
Assignment
Dispute Resolution
Governing Law
Notice Requirements
Non-Solicitation
Business Continuity
Export Control
Anti-Corruption
Documentation
Training
Support Services
Source Code
License Grant
Integration
Severability
Information Technology
Software Development
Cloud Services
Financial Services
Healthcare
E-commerce
Manufacturing
Professional Services
Telecommunications
Education
Legal
Information Technology
Procurement
Information Security
Risk Management
Vendor Management
Compliance
Software Development
Project Management
Chief Technology Officer
Chief Information Officer
IT Director
Legal Counsel
Procurement Manager
Information Security Officer
Software Development Manager
Vendor Management Director
Contract Manager
Data Protection Officer
IT Project Manager
Risk Management Officer
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