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Outsourcing Service Level Agreement
"I need an Outsourcing Service Level Agreement for IT infrastructure services, including cloud hosting and cybersecurity, to be provided to our fintech company under Irish law, with specific provisions for financial services regulatory compliance and GDPR requirements."
1. Parties: Identifies the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement and high-level purpose of the outsourcing arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Services Scope: Detailed description of services to be provided, including core obligations
5. Service Levels: Specific performance metrics, measurement methods, and reporting requirements
6. Charges and Payment: Fee structure, payment terms, and invoicing procedures
7. Data Protection and Security: GDPR compliance, data handling requirements, and security measures
8. Governance and Reporting: Management structure, reporting requirements, and meeting schedules
9. Personnel and Resources: Staff requirements, qualifications, and resource commitments
10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
13. Force Majeure: Handling of events beyond parties' reasonable control
14. Term and Termination: Duration, renewal, termination rights, and consequences of termination
15. Exit Management: Transition arrangements and knowledge transfer upon termination
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Regulatory Compliance: Required for regulated industries (e.g., financial services) to address specific regulatory requirements
2. Business Continuity and Disaster Recovery: Detailed continuity provisions, recommended for critical services
3. Change Control: Formal process for managing changes to services or agreement, recommended for complex services
4. Sub-contracting: Rules and restrictions on sub-contracting, needed if sub-contractors may be used
5. Insurance: Specific insurance requirements, recommended for high-risk services
6. Anti-Bribery and Corruption: Required for international services or where specific compliance needs exist
7. Environmental Compliance: Required for services with environmental impact or where customer has specific environmental policies
8. Staff Transfer Provisions: Required if TUPE regulations apply to the outsourcing
1. Schedule 1 - Services Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and service credits
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Customer Dependencies: Customer obligations and requirements for service delivery
5. Schedule 5 - Governance and Reporting: Detailed governance structure, meeting schedule, and report formats
6. Schedule 6 - Security Requirements: Detailed security policies, procedures, and requirements
7. Schedule 7 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
8. Schedule 8 - Exit Plan: Detailed transition out and knowledge transfer requirements
9. Schedule 9 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
10. Schedule 10 - Personnel: Key personnel, qualifications, and vetting requirements
11. Appendix 1 - Form of Change Control Notice: Template for proposing and documenting changes
12. Appendix 2 - Technical Infrastructure: Technical specifications and infrastructure requirements
Authors
Affiliate
Agreement
Applicable Law
Authorized Representatives
Background IP
Business Continuity Plan
Business Day
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
GDPR
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
Milestone
Notice
Parties
Personal Data
Personnel
Planned Maintenance
Processing
Regulatory Requirements
Related Agreements
Relief Events
Reports
Review Meetings
Security Requirements
Service Credits
Service Levels
Services
Service Provider
Service Provider Systems
Service Variation
Special Terms
Specifications
Sub-processor
Support Services
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Transition Services
TUPE
Working Hours
Service Levels
Performance Monitoring
Change Control
Pricing
Payment Terms
Service Credits
Data Protection
Data Security
Confidentiality
Intellectual Property
Personnel
Key Personnel
Training
Governance
Reporting
Audit Rights
Compliance
Regulatory Requirements
Risk Management
Business Continuity
Disaster Recovery
Force Majeure
Liability
Indemnification
Insurance
Term
Termination
Suspension
Exit Management
Transfer of Undertakings
Sub-contracting
Assignment
Anti-corruption
Environmental Requirements
Health and Safety
Quality Assurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Amendments
Competition Law
Modern Slavery
Record Keeping
Warranties
Time of the Essence
Relationship of Parties
Information Technology
Financial Services
Healthcare
Manufacturing
Telecommunications
Professional Services
Business Process Outsourcing
Cloud Services
Logistics and Supply Chain
Retail
Banking
Insurance
Pharmaceuticals
Energy and Utilities
Legal
Procurement
Information Technology
Operations
Risk and Compliance
Finance
Data Protection
Vendor Management
Project Management
Information Security
Commercial
Business Operations
Service Delivery
Quality Assurance
Chief Information Officer
Head of Procurement
Legal Counsel
Compliance Officer
Operations Director
IT Director
Chief Technology Officer
Vendor Management Officer
Risk Manager
Service Delivery Manager
Contract Manager
Chief Financial Officer
Data Protection Officer
Project Manager
Business Unit Head
Chief Operating Officer
Sourcing Manager
Commercial Director
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