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1. Parties: Identifies and provides full details of the contracting parties - the service provider and the client
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of the services to be provided, including scope, deliverables, and standards
5. Term and Commencement: Specifies the duration of the agreement and when services will begin
6. Fees and Payment: Details of service fees, payment terms, invoicing procedures, and expenses
7. Obligations of the Service Provider: Specifies the service provider's duties, responsibilities, and service standards
8. Obligations of the Client: Outlines the client's responsibilities, including cooperation and access requirements
9. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used during service provision
10. Confidentiality: Provisions protecting confidential information exchanged during the service relationship
11. Data Protection: GDPR compliance measures and data handling procedures
12. Liability and Indemnification: Limits of liability and indemnification obligations of both parties
13. Termination: Grounds and procedures for ending the agreement
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Service Levels: Detailed performance metrics and standards, used when specific service levels need to be maintained
2. Change Control: Procedures for managing changes to services or terms, relevant for complex or long-term contracts
3. Insurance: Specific insurance requirements, important for high-risk or regulated services
4. Staff and Subcontractors: Rules regarding personnel and subcontracting, needed when service delivery involves third parties
5. Compliance with Laws: Specific regulatory compliance requirements, essential for regulated industries
6. Audit Rights: Client's rights to audit service provider, important for regulated services or critical business functions
7. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services
8. Non-Solicitation: Restrictions on hiring each other's personnel, relevant when there's significant staff interaction
9. Transition Assistance: Requirements for handover at contract end, important for complex or critical services
1. Schedule 1 - Service Description: Detailed specification of services, including technical requirements and standards
2. Schedule 2 - Charges and Payment: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
5. Schedule 5 - Key Personnel: Details of key staff assigned to provide the services
6. Schedule 6 - Accepted Subcontractors: List of approved subcontractors and their roles
7. Appendix A - Change Request Form: Template for requesting and documenting contract changes
8. Appendix B - Service Report Template: Standard format for service delivery reporting
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Control
Data Protection Legislation
Deliverables
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Personnel
Service Credits
Service Levels
Services
Service Provider
Specification
Subcontractor
Term
Termination Date
Third Party
Working Hours
Change Request
Acceptance Criteria
Background IP
Foreground IP
Insolvency Event
Invoice
Payment Terms
Project Plan
Required Consents
Service Location
Start Date
Territory
VAT
Warranties
Services Scope
Term and Duration
Service Provider Obligations
Client Obligations
Charges and Payment
Service Levels
Key Personnel
Subcontracting
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Non-Solicitation
Anti-Bribery and Corruption
Force Majeure
Limitation of Liability
Indemnification
Insurance
Termination
Exit Management
Assignment and Novation
Notices
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Relationship of Parties
Health and Safety
Compliance with Laws
Audit Rights
Business Continuity
Warranties and Representations
Security Requirements
Record Keeping
Anti-Money Laundering
Modern Slavery
Environmental Compliance
Information Technology
Professional Services
Consulting
Facilities Management
Business Process Outsourcing
Healthcare Services
Educational Services
Financial Services
Marketing and Advertising
Construction Services
Engineering Services
Maintenance Services
Telecommunications
Real Estate Services
Environmental Services
Legal
Procurement
Operations
Commercial
Finance
Risk and Compliance
Business Development
Project Management
Service Delivery
Account Management
Legal Counsel
Contract Manager
Procurement Manager
Operations Director
Commercial Manager
Business Development Manager
Project Manager
Risk Manager
Compliance Officer
Finance Director
Managing Director
Chief Operating Officer
Service Delivery Manager
Account Manager
Department Head
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