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1. Parties: Identifies and defines the contracting parties with their full legal names, addresses, and company registration details where applicable
2. Background: Sets out the context, purpose, and intentions of the parties entering into the agreement
3. Definitions: Defines key terms, phrases, and concepts used throughout the agreement for clarity and consistency
4. Operative Provisions: Details the core obligations, rights, and responsibilities of each party under the agreement
5. Duration and Termination: Specifies the term of the agreement, renewal provisions, and circumstances under which the agreement may be terminated
6. Governing Law and Jurisdiction: Establishes English and Welsh law as governing law and specifies jurisdiction for dispute resolution
7. Execution: Contains signature blocks and execution provisions for all parties
1. Warranties and Representations: Used in complex commercial agreements where parties need to make specific assurances about their capacity, authority, or other material facts
2. Intellectual Property: Required when any intellectual property rights are being transferred, licensed, or created during the course of the agreement
3. Confidentiality: Necessary when parties will be sharing sensitive or proprietary information during the course of the agreement
4. Force Majeure: Recommended for long-term or high-value contracts to address circumstances beyond parties' reasonable control
5. Data Protection: Required when personal data will be processed under the agreement, ensuring compliance with UK GDPR and Data Protection Act 2018
1. Schedule 1 - Services: Detailed description of services, deliverables, or goods to be provided under the agreement
2. Schedule 2 - Charges: Comprehensive breakdown of pricing, payment terms, and payment schedule
3. Schedule 3 - Service Levels: Performance metrics, standards, and any associated penalties or rewards
4. Schedule 4 - Key Personnel: Details of key individuals responsible for contract delivery and their roles
5. Appendix 1 - Form of Notice: Template forms for formal notices required under the agreement
Duration and Term
Obligations
Payment Terms
Confidentiality
Intellectual Property
Data Protection
Warranties and Representations
Limitation of Liability
Indemnification
Force Majeure
Termination
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
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