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1. Parties: Identifies and provides full legal details of all parties entering into the agreement
2. Background: Sets out the context and commercial intent of the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Outlines the fundamental subject matter and purpose of the business relationship
5. Term and Duration: Specifies the commencement date and duration of the agreement
6. Financial Terms: Details pricing, payment terms, invoicing procedures, and any financial obligations
7. Obligations and Responsibilities: Sets out the key duties and responsibilities of each party
8. Representations and Warranties: Contains statements of fact and promises made by each party
9. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
10. Confidentiality: Establishes obligations regarding confidential information
11. Termination: Specifies circumstances and procedures for ending the agreement
12. Liability and Indemnification: Outlines liability limitations and indemnification obligations
13. Force Majeure: Addresses unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Data Protection: Required when personal data processing is involved, addressing GDPR compliance
2. Service Levels: Include when specific performance metrics need to be maintained
3. Change Control: Needed for agreements where scope or specifications might need future modification
4. Insurance: Include when specific insurance requirements need to be maintained
5. Non-Competition: Add when restrictions on competitive activities are necessary
6. Assignment and Subcontracting: Include when transfer of rights or subcontracting needs specific regulation
7. Dispute Resolution: Add detailed dispute resolution procedures when alternative to court proceedings is desired
8. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
9. Personnel: Add when specific staff or key personnel are critical to the agreement
10. Exit Management: Include for complex agreements requiring detailed termination procedures
1. Schedule 1 - Services Description: Detailed description of services or deliverables
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment schedules
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Contact Details and Representatives: Key contact information and authorized representatives
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
6. Schedule 6 - Technical Requirements: Technical specifications or requirements
7. Schedule 7 - Change Control Procedure: Detailed process for managing changes
8. Appendix A - Form of Notice: Template for formal notices under the agreement
9. Appendix B - Required Insurance: Specific insurance requirements and levels
10. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable
Applicable Law
Business Day
Business Hours
Commencement Date
Confidential Information
Contract Year
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Party/Parties
Personal Data
Products
Professional Services
Related Company
Renewal Period
Representatives
Services
Service Levels
Specification
Subsidiary
Term
Territory
Third Party
Working Hours
VAT
Affiliate
Business
Change Control Procedure
Charges
Control
Data Protection Legislation
Documentation
Euro/
Insolvency Event
Liability
Notice
Payment Terms
Records
Regulatory Requirements
Schedule
Service Provider
Termination Date
Working Day
Term and Duration
Services
Payment Terms
Obligations
Representations and Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Force Majeure
Termination
Consequences of Termination
Liability and Indemnification
Insurance
Assignment and Subcontracting
Change Control
Dispute Resolution
Notices
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Third Party Rights
Compliance with Laws
Anti-Bribery and Corruption
Non-Solicitation
Non-Competition
Record Keeping
Audit Rights
Service Levels
Performance Monitoring
Business Continuity
Personnel
Amendments
Force Majeure
Counterparts
Relationship of Parties
Announcements and Publicity
Costs and Expenses
Set-off
Technology
Financial Services
Manufacturing
Retail
Professional Services
Healthcare
Construction
Information Technology
Telecommunications
Education
Real Estate
Logistics
Consulting
Energy
Media and Entertainment
Legal
Commercial
Operations
Finance
Procurement
Risk and Compliance
Business Development
Sales
Executive Leadership
Project Management
Account Management
Administrative
Corporate Governance
Chief Executive Officer
Managing Director
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Finance Director
Procurement Manager
Risk Manager
Compliance Officer
Company Secretary
Project Manager
Account Manager
Sales Director
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