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1. Parties: Identification and details of both parties entering into the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by each party
5. Term and Termination: Duration of the agreement and conditions for termination
6. Payment Terms: Compensation, payment schedule, and invoicing requirements
7. Service Levels: Performance standards and metrics for service delivery
8. Confidentiality: Protection of confidential information exchanged between parties
9. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
10. Representations and Warranties: Assurances and guarantees made by each party
11. Indemnification: Obligations to protect against losses and liability
12. Limitation of Liability: Caps and exclusions on liability
13. Force Majeure: Provisions for unforeseeable circumstances preventing performance
14. Dispute Resolution: Process for resolving disputes between parties
15. Governing Law: Applicable law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Data Protection: Required when services involve processing of personal data or sensitive information
2. Compliance with Laws: Detailed compliance obligations when operating in regulated industries
3. Insurance: Insurance requirements when services involve significant risks or regulatory requirements
4. Non-Competition: Restrictions on competitive activities when services involve access to sensitive business information
5. Security Requirements: Specific security protocols when services involve IT systems or sensitive data
6. Business Continuity: Disaster recovery and business continuity requirements for critical services
7. Personnel: Requirements for staff qualifications and conduct when services involve deployed personnel
8. Audit Rights: Right to audit performance and compliance when required by regulation or risk management
9. Change Control: Process for managing changes to services when flexibility is needed
10. Exit Management: Transition arrangements when complex service handover is anticipated
1. Schedule A - Service Specifications: Detailed technical specifications of services to be provided by each party
2. Schedule B - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule C - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
4. Schedule D - Authorized Representatives: List of key contacts and authorized personnel from each party
5. Schedule E - Data Processing Requirements: Specific requirements for handling and processing data
6. Schedule F - Security Protocols: Detailed security requirements and procedures
7. Schedule G - Compliance Requirements: Specific regulatory and compliance obligations
8. Appendix 1 - Service Request Form: Template for requesting specific services under the agreement
9. Appendix 2 - Report Templates: Standard templates for required service reports
10. Appendix 3 - Escalation Matrix: Contact details and procedures for issue escalation
Applicable Law
Authorized Representative
Business Day
Confidential Information
Commencement Date
Deliverables
Effective Date
Force Majeure Event
Intellectual Property Rights
Key Performance Indicators
Material Breach
Party/Parties
Personal Data
Service Credits
Service Levels
Services
Service Provider
Service Recipient
Service Specifications
Staff
Subcontractor
Term
Territory
Third Party
Working Hours
Change Request
Dispute
Documentation
Fees
Good Industry Practice
Insolvency Event
Laws
Losses
Notice
Payment Terms
Performance Standards
Quality Standards
Records
Related Party
Reports
Security Requirements
Service Location
Service Period
Termination Date
Working Day
Definitions
Service Scope
Term and Duration
Service Levels
Performance Standards
Mutual Obligations
Payment Terms
Invoicing
Intellectual Property Rights
Confidentiality
Data Protection
Privacy
Security Requirements
Personnel
Subcontracting
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Termination
Exit Management
Assignment
Notices
Waiver
Severability
Entire Agreement
Amendment
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Non-Solicitation
Non-Competition
Relationship of Parties
Third Party Rights
Announcements
Costs
Counterparts
Information Technology
Professional Services
Manufacturing
Healthcare
Financial Services
Education
Retail
Telecommunications
Real Estate
Media and Entertainment
Logistics
Construction
Energy
Consulting
Legal
Procurement
Operations
Business Development
Commercial
Compliance
Risk Management
Service Delivery
Account Management
Finance
Human Resources
Information Technology
Project Management
Chief Executive Officer
Chief Operating Officer
Chief Legal Officer
Legal Counsel
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Project Manager
Commercial Manager
Compliance Officer
Risk Manager
Service Delivery Manager
Account Manager
Department Head
General Manager
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