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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: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including deliverables and service standards
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Payment Terms: Fee structure, payment schedule, invoicing process, and payment methods
7. Obligations of Service Provider: Key responsibilities, service levels, quality standards, and performance metrics
8. Obligations of Client: Client's responsibilities, including provision of information, access, and cooperation
9. Confidentiality: Protection of confidential information, non-disclosure obligations, and data security measures
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during service provision
11. Indemnification: Mutual indemnification obligations and process for claiming indemnity
12. Limitation of Liability: Caps on liability and exclusions from liability
13. Force Majeure: Events considered force majeure and their impact on obligations
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Data Protection: Required when personal data processing is involved, detailing compliance with data protection laws
2. Compliance with Laws: Specific section needed when services are in regulated industries or require specific statutory compliance
3. Insurance: Required when services involve significant risks or when specific insurance coverage is necessary
4. Non-Compete: Optional restriction on service provider's ability to work with competitors
5. Non-Solicitation: Restrictions on hiring each other's employees or approaching clients
6. Service Credits: Applicable when service level agreements (SLAs) are part of the contract
7. Change Control: Required for long-term or complex services where scope changes are likely
8. Transition Services: Needed when complex handover or exit management is required
9. Business Continuity: Important for critical services requiring disaster recovery and business continuity planning
10. Audit Rights: Required when regular monitoring of service provider's compliance or performance is needed
1. Schedule 1 - Service Specifications: Detailed description of services, methodologies, and delivery requirements
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and remedies for non-performance
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, expenses, and payment terms
4. Schedule 4 - Key Personnel: List of key team members and their roles in service delivery
5. Schedule 5 - Technical Requirements: Technical specifications, systems requirements, and compatibility needs
6. Schedule 6 - Compliance Requirements: Specific regulatory or industry standards that must be met
7. Schedule 7 - Security Requirements: Information security protocols and requirements
8. Schedule 8 - Implementation Plan: Timeline and milestones for service implementation
9. Appendix A - Contact Details: Key contact persons and escalation matrix for both parties
10. Appendix B - Required Documentation: List of documents to be maintained and shared during service provision
Applicable Law
Business Day
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Payment Terms
Personnel
Project
Representatives
Schedule
Services
Service Levels
Service Provider
Service Provider Materials
Service Credits
Specifications
Term
Termination Date
Third Party
Working Hours
Change Request
Acceptance Criteria
Critical Service Levels
Dispute
Emergency
Expenses
Implementation Plan
Initial Term
Liability Cap
Performance Reports
Quality Standards
Regulatory Requirements
Renewal Term
Response Time
Service Location
Transition Period
VAT/GST
Work Order
Services Scope
Term and Duration
Service Provider Obligations
Client Obligations
Payment Terms
Service Levels
Performance Monitoring
Quality Standards
Personnel
Subcontracting
Intellectual Property
Confidentiality
Data Protection
Information Security
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Governing Law
Notice Requirements
Assignment
Non-Compete
Non-Solicitation
Compliance with Laws
Anti-Corruption
Audit Rights
Business Continuity
Record Keeping
Amendments
Entire Agreement
Severability
Third Party Rights
Relationship of Parties
Survival
Waiver
Time of Essence
Counterparts
Information Technology
Professional Services
Consulting
Healthcare
Manufacturing
Financial Services
Real Estate
Construction
Education
Telecommunications
Logistics
Facilities Management
Marketing and Advertising
Research and Development
Human Resources Services
Legal
Procurement
Finance
Operations
Risk and Compliance
Commercial
Business Development
Project Management Office
Vendor Management
Service Delivery
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Project Manager
Risk Manager
Compliance Officer
Department Head
Managing Director
Chief Executive Officer
Commercial Director
Vendor Manager
Service Delivery Manager
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