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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and company registration details
2. Background: Context of the agreement, relationship between parties, and reference to any master services agreement with the end client
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the subcontractor
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and expenses
7. Obligations of the Subcontractor: Key responsibilities, performance standards, and deliverables
8. Obligations of the Contractor: Support, resources, and information to be provided by the main contractor
9. Intellectual Property Rights: Ownership and rights to work product, pre-existing IP, and licenses
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Compete and Non-Solicitation: Restrictions on competition and hiring
12. Representations and Warranties: Statements of fact and promises made by both parties
13. Indemnification: Protection against losses and liability allocation
14. Insurance: Required insurance coverage and limits
15. Dispute Resolution: Process for resolving disagreements, including jurisdiction and governing law
16. General Provisions: Standard legal provisions including notices, assignment, and severability
1. Compliance with End Client Requirements: Used when there are specific flow-down obligations from the end client that must be passed to the subcontractor
2. Data Protection and Privacy: Required when the services involve processing personal or sensitive data
3. Export Control: Needed when services involve international data or technology transfer
4. Force Majeure: Optional clause for unforeseeable circumstances, particularly relevant post-COVID
5. Background Checks: Required when subcontractor personnel need security clearance or specific verifications
6. Health and Safety: Required when services involve on-site work or physical presence
7. Environmental Compliance: Needed when services have environmental implications
8. Quality Assurance: Required when specific quality standards or certifications must be maintained
9. Training Requirements: Include when specific training or certifications are required for service delivery
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance metrics
2. Schedule B - Fee Schedule: Detailed breakdown of rates, charges, and payment terms
3. Schedule C - Service Levels: Performance standards, KPIs, and measurement criteria
4. Schedule D - Approved Subcontractor Personnel: List of key personnel approved to provide services
5. Schedule E - Equipment and Resources: List of tools, equipment, or resources to be provided by either party
6. Schedule F - Compliance Requirements: Specific regulatory or client compliance requirements
7. Schedule G - Security Requirements: IT, physical, and data security requirements
8. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements and limits
9. Appendix 2 - Form of Invoice: Template for invoices and required supporting documentation
Applicable Law
Approved Personnel
Background IP
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Deliverables
Documentation
End Client
Force Majeure Event
Foreground IP
Good Industry Practice
GST
Intellectual Property Rights
Key Personnel
Master Services Agreement
Material Breach
Notice
Parent Company
Parties
Personal Data
Project
Purchase Order
Representatives
Services
Service Levels
Sites
Specification
Subcontractor
Subcontractor Materials
Term
Territory
Third Party Materials
Timesheets
Working Hours
Work Product
Term and Duration
Payment Terms
Service Levels
Performance Standards
Deliverables
Personnel Requirements
Confidentiality
Intellectual Property Rights
Data Protection
Non-Compete
Non-Solicitation
Warranties
Indemnification
Limitation of Liability
Insurance
Termination
Force Majeure
Assignment and Subcontracting
Compliance with Laws
Audit Rights
Dispute Resolution
Governing Law
Notice Requirements
Representations
Change Control
Invoicing
Tax Compliance
Records and Reports
Security Requirements
Business Continuity
Quality Assurance
Site Access
Equipment and Resources
Health and Safety
Environmental Compliance
Regulatory Compliance
Anti-Corruption
Entire Agreement
Severability
Waiver
Third Party Rights
Information Technology
Management Consulting
Professional Services
Engineering Services
Healthcare Services
Financial Services
Business Process Outsourcing
Technical Services
Education and Training
Research and Development
Digital Marketing
Architecture and Design
Legal Services
Environmental Services
Human Resources
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Vendor Management
Project Management
Human Resources
Service Delivery
Account Management
Business Development
Technical Operations
Quality Assurance
Contract Administration
Procurement Manager
Contract Manager
Legal Counsel
Project Manager
Operations Director
Vendor Management Specialist
Chief Financial Officer
Risk Manager
Compliance Officer
Business Unit Head
Service Delivery Manager
Account Manager
Human Resources Director
Technical Director
Chief Operating Officer
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