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1. Parties: Identification of the contracting companies, including registered addresses and company numbers
2. Background: Context of the agreement and brief description of why the parties are entering into it
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Clear outline of what is covered by the agreement and its primary purpose
5. Term and Duration: Period of the agreement, including start date and duration
6. Commercial Terms: Core business terms including pricing, payment terms, and delivery requirements
7. Obligations and Responsibilities: Detailed responsibilities of each party under the agreement
8. Representations and Warranties: Statements of fact and promises made by each party
9. Confidentiality: Provisions for handling confidential information exchanged between parties
10. Intellectual Property Rights: Ownership and usage rights of any intellectual property involved
11. Limitation of Liability: Caps on liability and exclusions of certain types of damages
12. Termination: Circumstances under which the agreement can be terminated and the process
13. Consequences of Termination: What happens after termination, including ongoing obligations
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. Notices: How formal communications between parties should be made and delivered
16. General Provisions: Standard boilerplate clauses including entire agreement, severability, and variation
17. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
18. Execution: Signature blocks and execution formalities
1. Data Protection: Required if personal data will be processed or shared between parties
2. Service Levels: Include when specific performance metrics need to be maintained
3. Change Control: Required for agreements where scope or specifications may need to change over time
4. Insurance: Include when specific insurance coverage requirements need to be maintained
5. Audit Rights: Include when one party needs rights to audit the other's compliance or performance
6. Anti-Bribery and Corruption: Include for international dealings or when required by corporate policies
7. Assignment and Subcontracting: Include when these rights need to be specifically permitted or restricted
8. Step-In Rights: Include in critical service agreements where one party may need to take over operations
9. Dispute Resolution: Include when specific dispute resolution procedures (like mediation) are required before litigation
1. Schedule 1 - Services Description: Detailed description of services or products to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, payment schedules, and related terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Contact Details: Key contacts and escalation procedures for both parties
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data if required
7. Appendix A - Form of Change Order: Template for documenting agreed changes to scope or terms
8. Appendix B - Security Requirements: Specific security measures and compliance requirements
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Data Protection Legislation
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Party/Parties
Personal Data
Products
Representatives
Services
Service Levels
Specifications
Subsidiary
Term
Territory
Third Party
Working Hours
VAT
Change Control Procedure
Dispute Resolution Procedure
Emergency
Insolvency Event
Losses
Payment Terms
Quality Standards
Records
Renewal Period
Review Meetings
Staff
Duration and Term
Supply Obligations
Payment Terms
Service Levels
Performance Standards
Quality Requirements
Delivery Terms
Acceptance Procedures
Warranties and Representations
Intellectual Property Rights
Confidentiality
Data Protection
Personnel Requirements
Compliance with Laws
Record Keeping
Audit Rights
Insurance Requirements
Liability Limitations
Indemnification
Force Majeure
Change Control
Termination Rights
Exit Management
Business Continuity
Anti-Bribery and Corruption
Competition Law Compliance
Assignment and Subcontracting
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Relationship of Parties
Waiver
Costs
Counterparts
Announcements
Modern Slavery Compliance
Environmental Compliance
Health and Safety
Technology and Software
Manufacturing
Professional Services
Financial Services
Healthcare
Retail and Distribution
Construction
Energy and Utilities
Telecommunications
Transport and Logistics
Agriculture and Food
Media and Entertainment
Education and Training
Real Estate
Pharmaceutical
Legal
Commercial
Procurement
Finance
Operations
Risk and Compliance
Business Development
Sales
Contract Management
Corporate Governance
Project Management
Chief Executive Officer
Managing Director
Commercial Director
Legal Counsel
Contract Manager
Procurement Manager
Operations Director
Finance Director
Business Development Manager
Risk Manager
Compliance Officer
Company Secretary
Sales Director
Project Manager
Account Manager
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