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1. Parties: Identifies the contracting parties with their full legal names, addresses, and registration details
2. Background: Provides context for the agreement, including the business purpose and relationship overview
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Appointment and Scope: Establishes the appointment of the service partner and defines the scope of services
5. Term and Renewal: Specifies the initial term of the agreement and conditions for renewal
6. Service Partner Obligations: Details the core responsibilities and commitments of the service partner
7. Company Obligations: Outlines the responsibilities and commitments of the company
8. Payment Terms: Specifies fees, payment schedule, invoicing requirements, and tax considerations
9. Intellectual Property Rights: Addresses ownership and usage rights of IP created or used during service delivery
10. Confidentiality: Defines confidential information and obligations for its protection
11. Data Protection: Establishes data handling requirements and privacy obligations
12. Representations and Warranties: States the guarantees and assurances made by both parties
13. Indemnification: Outlines mutual indemnification obligations and procedures
14. Limitation of Liability: Sets boundaries on parties' liability and identifies excluded losses
15. Termination: Specifies termination grounds, notice requirements, and consequences
16. Post-Termination Obligations: Defines obligations that survive agreement termination
17. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
18. General Provisions: Includes standard boilerplate clauses like notices, assignment, and entire agreement
1. Non-Compete: Restricts service partner from competing activities - include when protecting market position is crucial
2. Insurance: Specifies required insurance coverage - include for high-risk services or regulatory requirements
3. Performance Metrics: Establishes KPIs and performance standards - include when specific performance tracking is needed
4. Compliance with Anti-Corruption Laws: Details anti-corruption obligations - include for international relationships or government contracts
5. Force Majeure: Addresses unforeseeable circumstances - include when service continuity is critical
6. Training and Support: Outlines training obligations - include when service delivery requires specific training
7. Audit Rights: Establishes right to audit partner's operations - include for regulatory compliance or quality control
8. Marketing and Branding: Controls use of company brands - include when partner represents company to customers
1. Schedule 1 - Service Specifications: Detailed description of services, deliverables, and technical requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, charges, and payment calculations
3. Schedule 3 - Service Levels: Specific performance metrics, reporting requirements, and remedies
4. Schedule 4 - Territory Definition: Geographical areas or markets covered by the agreement
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Data Processing Requirements: Detailed data handling procedures and compliance requirements
7. Schedule 7 - Contact Details: Key contacts and escalation matrix for both parties
8. Schedule 8 - Transition Plan: Process for service initiation and/or termination transition
9. Appendix A - Required Forms: Standard forms for service requests, reports, or other documentation
10. Appendix B - Technical Standards: Technical specifications and standards for service delivery
Agreement
Applicable Law
Authorized Representative
Business Day
Confidential Information
Commencement Date
Company
Company Materials
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
GST
Intellectual Property Rights
Initial Term
Key Performance Indicators
Laws
Material Breach
Notice
Personal Data
Personnel
Principal Company
Purchase Order
Regulatory Requirements
Renewal Term
Reports
Services
Service Levels
Service Partner
Service Partner Materials
Service Specifications
Service Territory
Subcontractor
Term
Termination Date
Third Party
Working Hours
Term and Renewal
Services
Service Levels
Performance Standards
Payment Terms
Invoicing
Taxes
Service Partner Obligations
Company Obligations
Personnel
Subcontracting
Quality Control
Compliance
Training
Reporting
Audit Rights
Intellectual Property
Confidentiality
Data Protection
Privacy
Non-Compete
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Anti-Corruption
Record Keeping
Territory Rights
Exclusivity
Marketing and Branding
Dispute Resolution
Governing Law
Termination
Exit Management
Assignment
Notices
Amendments
Entire Agreement
Severability
Waiver
Relationship of Parties
Third Party Rights
Counterparts
Information Technology
Business Process Outsourcing
Manufacturing
Professional Services
Healthcare
Telecommunications
Financial Services
E-commerce
Logistics and Supply Chain
Education and Training
Consulting
Real Estate
Retail
Automotive
Legal
Procurement
Operations
Business Development
Compliance
Finance
Commercial
Risk Management
Partner Management
Contract Administration
Strategic Planning
Service Delivery
Chief Executive Officer
Chief Operating Officer
Legal Counsel
Commercial Director
Procurement Manager
Business Development Manager
Contract Manager
Operations Manager
Partnership Manager
Compliance Officer
Risk Manager
Service Delivery Manager
Account Manager
Strategic Alliance Director
General Counsel
Chief Financial Officer
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