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Vendor Service Agreement
"I need a Vendor Service Agreement for an Indonesian IT services provider who will be maintaining our cloud infrastructure and providing 24/7 technical support starting March 2025, with specific requirements around data security and service level agreements."
1. Parties: Identification of the service provider (vendor) and service recipient (client), including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the vendor's business, and the client's requirements for the services
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the vendor
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Fees and Payment Terms: Service fees, payment schedule, invoicing requirements, and late payment consequences
7. Vendor Obligations: Key responsibilities and commitments of the vendor in delivering the services
8. Client Obligations: Requirements and commitments from the client to facilitate service delivery
9. Service Levels: Performance standards, KPIs, and measurement criteria
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Compliance with data protection laws and data handling requirements
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Termination: Grounds and procedures for agreement termination
16. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Insurance requirements for the vendor - include when services involve significant risks or on-site work
2. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include when dealing with government entities or high-value contracts
3. Personnel Requirements: Specific requirements for vendor's personnel - include when services require dedicated staff or specific qualifications
4. Security Requirements: IT and physical security requirements - include when services involve sensitive data or access to client premises
5. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
6. Transition Services: Requirements for service transition at termination - include for complex or critical services
7. Audit Rights: Client's rights to audit vendor's performance - include for regulated industries or critical services
8. Subcontracting: Rules and restrictions on subcontracting - include when subcontracting is likely or needs to be restricted
1. Schedule 1 - Service Description: Detailed technical and operational specifications of the services
2. Schedule 2 - Service Levels and KPIs: Detailed service level requirements, measurement methods, and penalties
3. Schedule 3 - Fees and Payment Schedule: Detailed breakdown of fees, pricing structure, and payment milestones
4. Schedule 4 - Vendor Personnel: Key personnel, qualifications, and replacement procedures
5. Schedule 5 - Client Dependencies: Detailed list of client-provided resources and requirements
6. Appendix A - Change Request Form: Template for requesting and documenting changes to services
7. Appendix B - Service Report Template: Template for regular service performance reporting
8. Appendix C - Contact Details: Key contact persons and escalation matrix for both parties
Authors
Applicable Law
Business Day
Client
Confidential Information
Deliverables
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
Key Personnel
Personal Data
Purchase Order
Service Levels
Services
Service Location
Service Hours
Service Period
Service Reports
Specifications
Subcontractor
Term
Third Party
Vendor
Vendor Personnel
Working Hours
Term and Duration
Services
Service Levels
Fees and Payment
Invoicing
Personnel
Client Obligations
Vendor Obligations
Performance Monitoring
Change Control
Intellectual Property
Confidentiality
Data Protection
Compliance
Representations and Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Anti-Corruption
Language Requirements
Amendment
Entire Agreement
Severability
Counterparts
Non-Solicitation
Audit Rights
Information Technology
Manufacturing
Professional Services
Telecommunications
Healthcare
Financial Services
Retail
Energy
Construction
Logistics
Education
Facilities Management
Legal
Procurement
Finance
Operations
Compliance
Risk Management
Supply Chain
Commercial
Vendor Management
Project Management
Procurement Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Vendor Management Specialist
Risk Management Officer
Compliance Officer
Project Manager
Supply Chain Manager
Commercial Director
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