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1. Parties: Identification of the service provider and client, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided and service standards
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Fees and Payment: Payment terms, invoicing process, and payment timeline
7. Service Provider's Obligations: Key obligations and responsibilities of the service provider
8. Client's Obligations: Key obligations and responsibilities of the client
9. Confidentiality: Obligations regarding confidential information protection
10. Data Protection: Compliance with PDPO and data handling requirements
11. Liability and Indemnity: Limitation of liability and indemnification provisions
12. Force Majeure: Events excusing performance and related procedures
13. Insurance: Required insurance coverage and minimum limits
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Intellectual Property Rights: Required when services involve creation of IP or use of existing IP
2. Non-Competition: Added when restricting service provider from working with competitors
3. Service Levels: Include when specific performance metrics need to be measured
4. Compliance with Laws: Expanded section for regulated industries or specific regulatory requirements
5. Security Requirements: Added for services involving sensitive data or systems access
6. Change Control: Include for complex services where scope changes are likely
7. Business Continuity: Important for critical services requiring disaster recovery planning
8. Environmental, Social and Governance: Added when ESG compliance is important to the client
9. Anti-Bribery and Corruption: Include for high-risk jurisdictions or when required by client policy
10. Subcontracting: Include when service provider may need to subcontract services
1. Schedule 1 - Services Description: Detailed description of services, deliverables, and specifications
2. Schedule 2 - Fees and Payment Schedule: Detailed fee structure, rates, and payment milestones
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: List of key staff assigned to provide the services
5. Schedule 5 - Data Processing Requirements: Detailed data handling procedures and requirements
6. Schedule 6 - Change Control Procedure: Process for requesting and implementing changes
7. Schedule 7 - Required Insurance: Specific insurance requirements and coverage limits
8. Appendix A - Form of Change Order: Template for documenting agreed changes to services
9. Appendix B - Security Policies: Client's security requirements and procedures
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Laws
Deliverables
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Loss
Personal Data
Services
Service Levels
Service Provider
Service Provider Personnel
Specifications
Term
Third Party
Change Order
Affiliate
Background IP
Foreground IP
Insolvency Event
Material Breach
Notice
Project
Records
Representatives
Security Requirements
Service Credits
Service Location
Subcontractor
Termination Date
Working Hours
Definitions
Appointment
Term
Services
Service Levels
Fees and Payment
Invoicing
Personnel
Client Obligations
Service Provider Obligations
Change Control
Intellectual Property
Data Protection
Confidentiality
Security
Audit Rights
Record Keeping
Warranties
Indemnification
Liability
Insurance
Force Majeure
Termination
Exit Management
Non-Solicitation
Non-Competition
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Anti-Bribery
Compliance with Laws
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Relationship of Parties
Information Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Real Estate
Education
Telecommunications
Consulting
Facilities Management
Marketing and Advertising
Research and Development
Engineering
Transportation and Logistics
Business Process Outsourcing
Legal
Procurement
Operations
Vendor Management
Compliance
Risk
Finance
Commercial
Business Development
Project Management
Supply Chain
General Counsel
Legal Counsel
Procurement Manager
Contract Manager
Vendor Management Officer
Chief Operating Officer
Operations Director
Project Manager
Compliance Officer
Risk Manager
Commercial Director
Business Development Manager
Finance Director
Chief Financial Officer
Company Secretary
Legal Operations Manager
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