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1. Parties: Identification and details of contracting parties including registered addresses and company numbers
2. Background: Context and purpose of the agreement, including any relevant history or relationships
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of services to be provided, including scope, deliverables and methodology
5. Payment Terms: Pricing, payment schedule, invoicing details, and late payment consequences
6. Duration and Termination: Contract term, renewal provisions, and circumstances for termination
7. Service Standards: Quality requirements, performance metrics, and minimum service levels
8. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification provisions
9. Force Majeure: Provisions for unforeseen circumstances preventing performance
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Data Protection: Compliance with UK GDPR and Data Protection Act 2018, including data processing terms and safeguards
2. Intellectual Property: Rights over created materials, existing IP, and licenses granted between parties
3. Non-Compete: Restrictions on competitive activities and protection of business interests
4. Personnel: Requirements for staff qualifications, vetting, and key personnel provisions
5. Change Control: Procedures for requesting and implementing changes to services
1. Schedule 1 - Service Specification: Detailed technical specifications of services, including methodologies and standards
2. Schedule 2 - Pricing Schedule: Detailed breakdown of costs, charges, and payment milestones
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement methodologies
4. Schedule 4 - Change Control Procedure: Detailed process for managing and implementing changes to services
5. Schedule 5 - Required Insurance: Details of insurance types and levels required for service delivery
Services
Service Levels
Charges
Commencement Date
Confidential Information
Deliverables
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Service Provider Personnel
Service Specification
Term
Working Day
Change Control Procedure
Service Credits
Customer Materials
Acceptance Criteria
Service Levels
Duration and Commencement
Payment Terms
Invoicing
Performance Standards
Quality Requirements
Personnel
Confidentiality
Data Protection
Intellectual Property Rights
Warranties
Indemnities
Liability Limitations
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Insurance
Assignment and Subcontracting
Compliance with Laws
Anti-Bribery
Modern Slavery
Notices
Health and Safety
Business Continuity
Audit Rights
Record Keeping
Non-Solicitation
Governing Law and Jurisdiction
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