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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, brief description of parties' businesses, and purpose of the outsourcing arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including core obligations and deliverables
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Service Levels and Performance: Performance standards, KPIs, measurement methods, and consequences of non-performance
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and related financial provisions
8. Customer Obligations: Customer's responsibilities and commitments to enable service delivery
9. Service Provider Obligations: Core obligations of the service provider including quality, compliance, and reporting
10. Personnel and Resources: Requirements for staff, facilities, and resources needed for service delivery
11. Data Protection and Privacy: Obligations regarding data handling, security measures, and compliance with privacy laws
12. Confidentiality: Protection of confidential information, permitted uses, and non-disclosure obligations
13. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created materials
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Dispute Resolution: Process for resolving disputes, including escalation procedures and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Transition Services: Detailed provisions for transition of services from existing providers or back to customer, used when complex service transition is involved
2. Business Continuity: Disaster recovery and business continuity requirements, essential for critical services
3. Change Control: Procedures for managing changes to services or contract terms, important for long-term or complex arrangements
4. Compliance with Anti-Bribery Laws: Specific provisions regarding anti-corruption compliance, particularly important for international arrangements
5. Audit Rights: Customer's rights to audit service provider's operations, important for regulated industries
6. Environmental Compliance: Environmental protection obligations, relevant for manufacturing or hardware-related outsourcing
7. Export Control: Provisions regarding compliance with export control laws, necessary for international service delivery
8. Subcontracting: Terms governing use of subcontractors, important when subcontracting is anticipated
1. Schedule 1 - Services Description: Detailed description of services, including technical specifications and operational procedures
2. Schedule 2 - Service Levels: Detailed service level agreements, measurement criteria, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment calculations
4. Schedule 4 - Key Personnel: List of key personnel from both parties and their roles
5. Schedule 5 - Governance: Governance structure, meeting schedules, and escalation procedures
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Exit Plan: Detailed procedures for contract termination and service transition
8. Appendix A - Form of Change Order: Template for documenting and approving changes to services
9. Appendix B - Reports: List and templates of required reports
10. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Charges
Confidential Information
Customer
Customer Data
Customer Materials
Deliverables
Developed Materials
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Governmental Authority
Initial Term
Intellectual Property Rights
Key Personnel
Licensed Materials
Material Breach
Milestones
Notice
Personal Data
Project Plan
Related Agreements
Representative
Security Requirements
Service Credits
Service Levels
Services
Service Provider
Service Provider Personnel
Service Recipient
Sites
Specifications
Statement of Work
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Work Order
Working Hours
Change Control Procedure
Dispute Resolution Procedure
Exit Plan
Performance Standards
Quality Standards
Regulatory Requirements
Service Level Agreement
Software
Source Code
System
Technology
Territory
Testing Procedures
Virus
Vulnerability
Service Provision
Service Levels
Performance Monitoring
Charges and Payment
Invoicing
Personnel
Transition and Implementation
Change Control
Data Protection
Confidentiality
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Business Continuity
Disaster Recovery
Audit Rights
Compliance
Anti-Corruption
Security
Subcontracting
Assignment and Novation
Dispute Resolution
Governing Law
Notices
Non-Solicitation
Non-Competition
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Relationship of Parties
Counterparts
Information Technology
Business Process Outsourcing
Healthcare
Financial Services
Manufacturing
Telecommunications
Retail
Pharmaceuticals
Automotive
Energy and Utilities
E-commerce
Professional Services
Education
Media and Entertainment
Legal
Procurement
Information Technology
Operations
Finance
Risk and Compliance
Human Resources
Security
Strategy
Business Development
Project Management Office
Vendor Management
Quality Assurance
Chief Executive Officer
Chief Operating Officer
Chief Information Officer
Chief Technology Officer
Chief Financial Officer
Head of Procurement
Head of Legal
Contract Manager
Procurement Manager
Vendor Relationship Manager
Operations Director
IT Director
Service Delivery Manager
Project Manager
Risk Manager
Compliance Officer
Legal Counsel
Business Unit Head
Operations Manager
Finance Manager
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