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1. Parties: Identification of the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Services: Detailed description of services to be provided, including scope and service levels
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Charges and Payment: Pricing, payment terms, invoicing procedures, and related financial provisions
7. Service Provider Obligations: Key responsibilities and commitments of the service provider
8. Customer Obligations: Key responsibilities and commitments of the customer
9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
12. Liability and Indemnification: Limitation of liability and indemnification provisions
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Employee Transfer: Required when the outsourcing involves transfer of employees under TUPE regulations
2. Business Continuity: Needed for critical services requiring disaster recovery and business continuity planning
3. Regulatory Compliance: Required for regulated industries such as financial services or healthcare
4. Change Control: Recommended for long-term or complex services requiring formal change management
5. Step-in Rights: Important for critical services where the customer may need to take over operations
6. Anti-Bribery and Corruption: Required for international services or high-risk jurisdictions
7. Environmental Compliance: Relevant for services with environmental impact or sustainability requirements
8. Insurance: Detailed insurance requirements beyond standard liability provisions
9. Exit Management: Detailed transition provisions for complex services or critical operations
1. Schedule 1 - Services Description: Detailed specification of services, deliverables, and performance standards
2. Schedule 2 - Service Levels: Service level agreements, KPIs, and measurement methodologies
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment mechanisms
4. Schedule 4 - Customer Dependencies: Customer-provided resources, facilities, and responsibilities
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and security requirements
6. Schedule 6 - Key Personnel: Identification of key staff and their roles
7. Schedule 7 - Transition Plan: Implementation and service transition methodology
8. Schedule 8 - Business Continuity Plan: Disaster recovery and business continuity procedures
9. Schedule 9 - Exit Plan: Termination assistance and service transfer procedures
10. Appendix A - Form of Change Order: Template for documenting and approving changes to services
11. Appendix B - Security Policies: Detailed security requirements and procedures
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Customer Materials
Data Protection Laws
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Emergency
Exit Plan
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Loss
Material Breach
Milestone
Notice
Personal Data
Personnel
Prohibited Materials
Related Agreements
Relevant Transfer
Renewal Period
Reports
Service Credits
Service Levels
Services
Service Provider
Sites
Specifications
Statement of Work
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
TUPE
Working Hours
Services
Service Levels
Transition and Implementation
Term and Duration
Extension and Renewal
Charges and Payment
Invoicing
Performance Monitoring
Change Control
Customer Obligations
Service Provider Obligations
Key Personnel
Staff and Resources
Subcontracting
Data Protection
Information Security
Confidentiality
Intellectual Property Rights
License Grants
Warranties
Representations
Indemnification
Liability
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Step-in Rights
Regulatory Compliance
Audit Rights
Anti-Bribery and Corruption
Modern Slavery
TUPE and Employment
Assignment and Novation
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Governing Law and Jurisdiction
Notices
Severability
Waiver
Entire Agreement
Third Party Rights
Counterparts
Amendments
Competition Law Compliance
Environmental Compliance
Information Technology
Business Process Operations
Manufacturing
Financial Services
Healthcare
Professional Services
Telecommunications
Logistics and Supply Chain
Research and Development
Human Resources
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Information Technology
Human Resources
Commercial
Project Management
Vendor Management
Business Development
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Head of Procurement
Operations Director
Procurement Manager
Contract Manager
Legal Counsel
Risk Manager
Compliance Officer
Project Manager
Vendor Manager
Business Unit Director
Commercial Director
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