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Third Party Vendor Contract
"I need a Third Party Vendor Contract for an IT services provider who will handle our customer data and provide software development services starting March 2025, with specific emphasis on data protection and intellectual property rights under Indian law."
1. Parties: Identification of contracting parties including registered addresses and company details
2. Background: Context of the agreement and relationship between parties
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of services/goods to be provided by the vendor
5. Term and Termination: Duration of agreement and termination provisions
6. Payment Terms: Pricing, payment schedule, invoicing requirements and payment methods
7. Service Levels: Performance standards, metrics and measurement criteria
8. Vendor Obligations: Key responsibilities and commitments of the vendor
9. Client Obligations: Key responsibilities and commitments of the client
10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Data Protection and Privacy: Obligations regarding data handling and privacy compliance
13. Indemnification: Protection against third-party claims and losses
14. Limitation of Liability: Caps and exclusions on liability
15. Force Majeure: Provisions for unforeseen circumstances preventing performance
16. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Insurance requirements when vendor provides high-risk services or on-site work
2. Compliance with Laws: Specific regulatory compliance requirements for regulated industries
3. Personnel: Requirements for vendor staff when services involve deployed personnel
4. Security Requirements: Specific security protocols when handling sensitive data or accessing client systems
5. Business Continuity: Disaster recovery requirements for critical service providers
6. Audit Rights: Client's right to audit vendor operations when required for compliance or risk management
7. Change Control: Process for managing changes to services or specifications in complex service arrangements
8. Exit Management: Transition provisions for complex services requiring handover
9. Anti-Bribery and Corruption: Required for vendors in high-risk jurisdictions or government-related work
1. Schedule 1 - Service Description: Detailed technical specifications of services/goods
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and penalties
3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structure, rates, and payment milestones
4. Schedule 4 - Client Dependencies: Detailed list of client-provided resources and requirements
5. Schedule 5 - Security Requirements: Detailed security protocols and compliance requirements
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Data Processing Agreement: Detailed data handling requirements and procedures
8. Schedule 8 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
9. Appendix A - Contact Details: Key personnel and escalation contacts for both parties
Authors
Agreement
Applicable Law
Business Day
Charges
Confidential Information
Client
Client Data
Client Materials
Commencement Date
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
GST
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Notice
Personal Data
Purchase Order
Representatives
Services
Service Levels
Service Credits
Specifications
Subcontractor
Term
Territory
Third Party
Vendor
Vendor Personnel
Working Hours
Term and Termination
Service Provision
Payment Terms
Service Levels
Performance Standards
Quality Assurance
Compliance
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Insurance
Indemnification
Limitation of Liability
Force Majeure
Change Control
Audit Rights
Anti-Corruption
Assignment and Novation
Dispute Resolution
Governing Law
Notices
Business Continuity
Exit Management
Non-Solicitation
Entire Agreement
Severability
Waiver
Relationship of Parties
Third Party Rights
Amendments
Counterparts
Information Technology
Manufacturing
Retail
Financial Services
Healthcare
Telecommunications
Professional Services
E-commerce
Construction
Education
Logistics and Supply Chain
Real Estate
Pharmaceuticals
Legal
Procurement
Finance
Operations
Compliance
Risk Management
Supply Chain
Commercial
Information Technology
Vendor Management
Project Management
Procurement Manager
Legal Counsel
Contract Manager
Vendor Relationship Manager
Chief Financial Officer
Operations Director
Supply Chain Manager
Compliance Officer
Risk Manager
Commercial Director
Project Manager
Chief Technology Officer
General Counsel
Business Unit Head
Finance Manager
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