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1. Parties: Identifies and defines the contracting parties, including registered addresses and company details
2. Background: Sets out the context and purpose of the agreement, including the business relationship overview
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Termination: Specifies the duration of the agreement and circumstances for termination
5. Services Framework: Establishes the framework for future transactions and service arrangements
6. Ordering Process: Details the process for placing and accepting orders under the agreement
7. Prices and Payment: Sets out pricing principles, payment terms, and invoicing requirements
8. Service Levels: Establishes performance standards and measurement criteria
9. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
10. Confidentiality: Defines confidential information and obligations regarding its protection
11. Data Protection: Addresses GDPR compliance and data processing obligations
12. Liability and Indemnities: Sets out liability limitations and indemnification obligations
13. Force Majeure: Addresses circumstances beyond parties' reasonable control
14. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
15. General Provisions: Contains standard boilerplate clauses including notices, assignment, and variation
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Security Requirements: Include when services involve IT systems or data security considerations
3. Personnel and Key Personnel: Relevant when specific individuals are critical to service delivery
4. Business Continuity: Important for critical services requiring disaster recovery planning
5. Anti-Bribery and Corruption: Required for international business or public sector contracts
6. Environmental Compliance: Include when environmental impacts are relevant to the services
7. Import/Export Controls: Necessary for international trade or technology transfer
8. Change Control: Include when formal process for changes to services is required
9. Parent Company Guarantee: When financial backing from a parent company is required
10. Transition and Exit: Important for complex services requiring handover provisions
1. Schedule 1 - Services Description: Detailed description of services to be provided under the agreement
2. Schedule 2 - Charges and Payment Terms: Detailed pricing structure, rates, and payment terms
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement metrics
4. Schedule 4 - Change Control Procedure: Detailed process for managing changes to services or agreement terms
5. Schedule 5 - Form of Statement of Work: Template for individual statements of work under the master agreement
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and details
7. Schedule 7 - Security Requirements: Detailed security protocols and requirements
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Appendix A - Key Personnel: Lists key personnel and their roles
10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors and their scope
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Control
Customer
Customer Data
Customer Materials
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Order
Personal Data
Personnel
Purchase Order
Relevant Authority
Representatives
Services
Service Levels
Service Credits
Specification
Statement of Work
Subsidiary
Supplier
Supplier Materials
Term
Territory
Third Party Materials
Working Hours
Change Control Procedure
Dispute Resolution Procedure
Emergency
Renewal Period
Required Consents
Security Requirements
Service Provider
Software
System
Technical Requirements
Termination Date
User
VAT
Work Product
Definitions
Term and Duration
Services Provision
Ordering Process
Payment Terms
Service Levels
Performance Standards
Customer Obligations
Supplier Obligations
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Security Requirements
Audit Rights
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Personnel
Subcontracting
Assignment and Novation
Anti-Bribery and Corruption
Modern Slavery
Competition Law
Notices
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Further Assurance
Counterparts
Relationship of Parties
Announcements
Business Continuity
Records and Reports
Compliance with Laws
Environmental Requirements
Health and Safety
Information Technology
Professional Services
Manufacturing
Financial Services
Healthcare
Telecommunications
Retail
Energy
Construction
Transportation and Logistics
Media and Entertainment
Pharmaceuticals
Education
Real Estate
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Business Development
Sales
Executive Leadership
Project Management
Account Management
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Business Development Director
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Project Manager
Account Director
Sales Director
Chief Operating Officer
Chief Executive Officer
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