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1. Parties: Identification and details of the service provider and service recipient, including registered addresses and company registration numbers
2. Background: Context of the agreement, brief description of the parties' business and purpose of entering into the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Services: Detailed description of services to be provided, including deliverables and service levels
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Payment Terms: Fees, payment schedule, invoicing process, and tax implications
7. Obligations of Service Provider: Key responsibilities, performance standards, and compliance requirements
8. Obligations of Client: Client's responsibilities, including cooperation and access requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
11. Indemnification: Mutual indemnification obligations and process
12. Limitation of Liability: Caps on liability and excluded damages
13. Force Majeure: Events excusing performance and related procedures
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Data Protection and Privacy: Required when personal data processing is involved, detailing compliance with privacy laws
2. Compliance with Anti-Corruption Laws: Important for high-value contracts or government-related services
3. Insurance: Specific insurance requirements, recommended for high-risk services
4. Non-Compete: Restrictions on competitive activities, useful for specialized services
5. Service Level Agreement (SLA): Detailed performance metrics and penalties, important for technical or ongoing services
6. Personnel Requirements: Specific qualifications or security clearances required for service delivery
7. Transition Services: Procedures for handover at contract end, important for complex service arrangements
8. Business Continuity: Required for critical services requiring disaster recovery planning
9. Audit Rights: Important for regulated industries or complex financial arrangements
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Pricing and Payment Schedule: Detailed fee structure, payment milestones, and pricing calculations
3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and related penalties/incentives
4. Schedule 4 - Key Personnel: Details of key team members and their roles
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Technical Requirements: Infrastructure, system requirements, and technical specifications
7. Schedule 7 - Forms and Templates: Standard forms for reports, change requests, and other operational documents
8. Appendix A - Compliance Requirements: Specific regulatory or industry compliance requirements
9. Appendix B - Security Requirements: Information security and physical security requirements
Applicable Law
Affiliate
Authorised Representative
Business Day
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
GST
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Project
Renewal Term
Services
Service Levels
Service Provider
Service Provider Personnel
Specifications
Subcontractor
Term
Territory
Third Party
Working Hours
Work Product
Change Request
Completion Criteria
Documentation
Emergency
Fees
Implementation Plan
Indemnified Party
Indemnifying Party
Performance Standards
Quality Standards
Records
Related Party
Reports
Security Requirements
Service Credits
Service Location
Software
Systems
Technical Requirements
Termination Date
Scope of Services
Term and Duration
Payment Terms
Service Provider Obligations
Client Obligations
Service Levels
Performance Standards
Quality Assurance
Personnel
Subcontracting
Intellectual Property Rights
Confidentiality
Data Protection
Privacy
Security Requirements
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Notice Requirements
Assignment
Amendments
Entire Agreement
Severability
Waiver
Relationship of Parties
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Disaster Recovery
Non-Solicitation
Non-Competition
Publicity
Time of Essence
Counterparts
Third Party Rights
GST Compliance
Foreign Exchange Compliance
Reporting Requirements
Information Technology
Business Process Outsourcing
Professional Services
Management Consulting
Healthcare Services
Financial Services
Education and Training
Facilities Management
Marketing and Advertising
Engineering Services
Legal Services
Human Resources Services
Telecommunications
Research and Development
Legal
Procurement
Operations
Finance
Commercial
Risk and Compliance
Business Development
Account Management
Service Delivery
Contract Administration
Corporate Affairs
Project Management Office
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Contract Manager
Procurement Manager
Operations Director
Project Manager
Business Development Manager
Finance Director
Chief Financial Officer
Commercial Director
Risk Manager
Compliance Officer
Service Delivery Manager
Account Manager
Business Unit Head
General Counsel
Company Secretary
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