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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Provides context and purpose of the agreement, including any relevant history of the relationship
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided
5. Term and Termination: Duration of agreement and conditions for termination
6. Payment Terms: Fees, payment schedule, invoicing, and payment methods
7. Service Provider Obligations: Key responsibilities and commitments of the service provider
8. Client Obligations: Key responsibilities and commitments of the client
9. Confidentiality: Provisions for handling confidential information
10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
11. Indemnification: Mutual indemnification obligations and procedures
12. Limitation of Liability: Caps on liability and exclusions
13. Force Majeure: Provisions for handling events beyond reasonable control
14. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
16. Execution: Signature blocks and execution formalities
1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels need to be maintained
2. Data Protection: Provisions for handling personal data, required when personal data processing is involved
3. Insurance: Insurance requirements and obligations, important for high-risk services
4. Non-Compete: Restrictions on competitive activities, used when protecting market position is crucial
5. Non-Solicitation: Restrictions on hiring each other's employees, relevant for professional services
6. Compliance with Laws: Specific regulatory compliance requirements, needed for regulated industries
7. Transition Services: Provisions for handover of services, important for complex or critical services
8. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services
9. Subcontracting: Rules regarding use of subcontractors, relevant when subcontracting is anticipated
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level agreements and performance metrics
4. Schedule 4 - Key Personnel: List of key personnel from both parties responsible for service delivery
5. Schedule 5 - Required Insurance: Specific insurance requirements and coverage levels
6. Appendix A - Change Control Procedure: Process for managing changes to services or agreement terms
7. Appendix B - Escalation Matrix: Contact details and escalation procedures for issue resolution
8. Appendix C - Acceptance Testing: Procedures and criteria for accepting deliverables
Applicable Law
Business Day
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Party/Parties
Personnel
Related Party
Representatives
Schedule
Services
Service Levels
Service Provider
Service Provider Materials
Specifications
Subcontractor
Term
Termination Date
Third Party
Working Hours
Work Product
Change Request
Acceptance Criteria
Affiliate
Authorized Representative
Commercially Reasonable Efforts
Dispute Resolution Procedure
Documentation
Emergency
Fees
Government Authority
Initial Term
Insolvency Event
Licensed Materials
Performance Standards
Renewal Term
Service Location
Statement of Work
Territory
Interpretation
Services Scope
Term Duration
Service Provider Obligations
Client Obligations
Service Levels
Fees and Payment
Invoicing
Performance Standards
Key Personnel
Subcontracting
Quality Assurance
Reporting
Record Keeping
Audit Rights
Intellectual Property
Confidentiality
Data Protection
Personnel Requirements
Non-Solicitation
Non-Competition
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination Rights
Termination Consequences
Change Control
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Relationship of Parties
Compliance with Laws
Anti-Corruption
Business Continuity
Transition Services
Third Party Rights
Set-off Rights
Publicity
Language
Costs and Expenses
Time of Essence
Information Technology
Professional Services
Consulting
Manufacturing
Healthcare
Financial Services
Education
Real Estate
Telecommunications
Business Process Outsourcing
Retail
Construction
Logistics
Digital Services
Legal
Operations
Procurement
Compliance
Business Development
Commercial
Finance
Risk Management
Service Delivery
Contract Administration
Account Management
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Project Manager
Procurement Manager
Compliance Officer
Chief Operating Officer
General Manager
Commercial Director
Account Manager
Service Delivery Manager
Business Unit Head
Chief Financial Officer
Risk Manager
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