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1. Parties: Identification of the service provider and client, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' intent to enter into a retainer arrangement
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Fees', 'Term', and other relevant definitions
4. Appointment and Scope: Formal appointment of the service provider and general scope of services to be provided under the retainer
5. Term and Termination: Duration of the retainer agreement and circumstances under which it can be terminated
6. Fees and Payment: Retainer fee structure, payment terms, and billing procedures
7. Service Provider's Obligations: Core duties and responsibilities of the service provider
8. Client's Obligations: Core duties and responsibilities of the client, including information provision and cooperation
9. Service Levels: Expected performance standards and response times
10. Data Protection: GDPR compliance and data handling requirements
11. Confidentiality: Protection of confidential information exchanged during the service provision
12. Intellectual Property: Ownership and usage rights of IP created during service provision
13. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
14. Insurance: Required insurance coverage to be maintained
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Compliance with Anti-Corruption Laws: Required when services involve international transactions or public sector clients
2. Service Credits: Include when specific performance metrics are crucial and financial adjustments should be tied to performance
3. Security Requirements: Necessary when services involve handling sensitive data or accessing client systems
4. Business Continuity: Important for critical services where continuous service provision is essential
5. Change Control: Include when scope of services may need frequent adjustment
6. Staff and Subcontractors: Required when service provider may need to use additional resources
7. Non-Solicitation: Include to prevent poaching of staff between parties
8. Environmental, Social and Governance (ESG): Include when aligned with client's corporate responsibility requirements
1. Schedule 1 - Services Description: Detailed description of services to be provided under the retainer
2. Schedule 2 - Fee Schedule: Detailed breakdown of retainer fees, hourly rates, and additional charges
3. Schedule 3 - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule 4 - Key Personnel: List of key team members and their roles in service delivery
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms and procedures
6. Schedule 6 - Reports and Deliverables: Format and frequency of required reports and deliverables
7. Appendix A - Contact Details: Key contacts and escalation procedures for both parties
8. Appendix B - Required Insurance Coverage: Specific insurance types and coverage levels required
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Legislation
Deliverables
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Personal Data
Personnel
Professional Services
Renewal Period
Retainer Fee
Services
Service Credits
Service Levels
Service Provider
Service Provider Materials
Staff
Subcontractor
Term
Territory
Working Hours
Additional Services
Applicable Law
Change Control Procedure
Disclosing Party
Emergency
Fees
GDPR
Group
Insolvency Event
Irish Data Protection Laws
Material Breach
Minimum Term
Notice
Receiving Party
Records
Related Company
Representatives
Response Time
Scope of Services
Service Commencement Date
Service Location
Specification
VAT
Scope of Services
Term
Termination
Fees and Payment
Service Levels
Performance Standards
Obligations
Warranties
Confidentiality
Data Protection
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Staff and Resources
Subcontracting
Change Control
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Competition Law
Anti-Corruption
Records and Audit
Business Continuity
Reporting
Key Personnel
Non-Solicitation
Transition Services
Security
Compliance with Laws
VAT and Taxation
Publicity
Relationship of Parties
Legal Services
Consulting
Information Technology
Financial Services
Marketing and Advertising
Human Resources
Engineering
Architecture
Accounting and Tax
Management Consulting
Environmental Services
Healthcare
Education and Training
Research and Development
Business Advisory
Legal
Finance
Procurement
Operations
Risk and Compliance
Commercial
Business Development
Professional Services
Account Management
Project Management
Senior Management
Administration
Contracts Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Procurement Manager
Contract Manager
Finance Director
Operations Director
Project Manager
Commercial Director
Risk Manager
Compliance Officer
Legal Counsel
Business Development Manager
Department Head
Professional Services Director
Managing Partner
Senior Partner
Practice Lead
Account Director
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