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1. Parties: Identifies and provides full legal details of the service provider and service recipient
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Services: Detailed description of the services to be provided, including service levels and standards
5. Duration and Term: Specifies the commencement date, term, and any renewal provisions
6. Charges and Payment: Details the fees, payment terms, invoicing process, and any review mechanisms
7. Service Provider Obligations: Sets out the key responsibilities and warranties of the service provider
8. Client Obligations: Specifies the responsibilities and obligations of the client
9. Data Protection: Addresses GDPR compliance and data processing obligations
10. Intellectual Property Rights: Deals with ownership and usage rights of any IP created or used in providing the services
11. Confidentiality: Protects confidential information of both parties
12. Limitation of Liability: Sets out liability caps and exclusions
13. Termination: Specifies termination rights and procedures
14. Consequences of Termination: Details what happens after termination
15. Force Majeure: Addresses circumstances beyond parties' reasonable control
16. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Change Control: Include when services may need to evolve or change during the contract term
2. Service Credits: Include when specific service levels are critical and financial penalties should apply for breach
3. Insurance: Include when specific insurance requirements need to be maintained
4. Staff and Key Personnel: Include when specific individuals are critical to service delivery
5. Anti-Bribery and Modern Slavery: Include for compliance with international standards or when working with public sector
6. Disaster Recovery: Include for critical services requiring business continuity planning
7. Security Requirements: Include when services involve sensitive information or systems access
8. Exit Management: Include for complex services requiring detailed transition arrangements
9. Audit Rights: Include when client needs rights to audit service provider's compliance
10. Environmental Compliance: Include when services have environmental impact or for ESG compliance
1. Schedule 1 - Service Description: Detailed specifications of the services to be provided
2. Schedule 2 - Charges: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement criteria
4. Schedule 4 - Client Dependencies: Detailed list of items, access, or information the client must provide
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
6. Schedule 6 - Change Control Procedure: Process for managing changes to services or agreement terms
7. Schedule 7 - Key Personnel: Details of key staff members assigned to provide the services
8. Appendix A - Form of Change Order: Template for documenting agreed changes
9. Appendix B - Security Policies: Relevant security procedures and requirements
10. Appendix C - Required Insurance: Specific insurance types and coverage levels required
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Contract Year
Data Protection Legislation
Deliverables
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Personal Data
Personnel
Project
Renewal Term
Services
Service Levels
Service Credits
Service Provider
Service Provider Materials
Service Recipient
Specification
Staff
Subcontractor
Term
Territory
VAT
Working Hours
Change Control Procedure
Dispute Resolution Procedure
Acceptance Criteria
Background IP
Foreground IP
Group
Insolvency Event
Material Breach
Payment Terms
Performance Standards
Regulatory Requirements
Required Consents
Security Requirements
Service Failure
Termination Date
Third Party Materials
Definitions
Duration
Services
Service Levels
Service Provider Obligations
Client Obligations
Charges
Payment
Performance Standards
Quality Assurance
Change Control
Key Personnel
Staff
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Security
Warranties
Indemnities
Insurance
Limitation of Liability
Force Majeure
Termination
Consequences of Termination
Exit Management
Assignment and Subcontracting
Variation
Waiver
Severance
Entire Agreement
Third Party Rights
Notices
Dispute Resolution
Governing Law
Jurisdiction
Compliance with Laws
Anti-Bribery
Modern Slavery
Record Keeping
Audit Rights
Business Continuity
Conflict of Interest
Announcements
Non-Solicitation
Non-Competition
Survival
Information Technology
Professional Services
Consulting
Financial Services
Healthcare
Education
Construction
Telecommunications
Legal Services
Engineering
Marketing and Advertising
Property Management
Facilities Management
Software Development
Business Process Outsourcing
Legal
Procurement
Operations
Commercial
Finance
Compliance
Risk Management
Business Development
Account Management
Service Delivery
Contract Management
Legal Counsel
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Commercial Director
Chief Financial Officer
Project Manager
Account Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Head of Operations
General Counsel
Chief Executive Officer
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