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1. Parties: Identifies and provides full details of the contracting parties - the service provider and the client
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Fees and Payment: Payment terms, rates, and invoicing procedures
7. Obligations of the Service Provider: Key responsibilities and commitments of the service provider
8. Obligations of the Client: Key responsibilities and commitments of the client
9. Intellectual Property Rights: Ownership and rights related to any IP created during service provision
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnity: Limitation of liability and indemnification provisions
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Data Protection: Required when the service provider will handle personal data, ensuring compliance with PDPA 2010
2. Non-Competition: Used when there's a need to restrict the service provider from competing with the client
3. Non-Solicitation: Used to prevent either party from soliciting the other's employees or clients
4. Insurance: Required when specific insurance coverage needs to be maintained by the service provider
5. Performance Metrics: Used when specific service levels or KPIs need to be maintained
6. Dispute Resolution: Detailed alternative dispute resolution procedures, if needed beyond standard court jurisdiction
7. Assignment and Subcontracting: Used when there's a need to specifically address the ability to transfer rights or subcontract
8. Compliance with Laws: Detailed compliance requirements for specific regulated industries
1. Schedule 1 - Service Description: Detailed specification of services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services
5. Schedule 5 - Client Materials and Requirements: List of materials, access, and support to be provided by the client
6. Appendix A - Data Processing Agreement: Required when personal data processing is involved
7. Appendix B - Compliance Requirements: Industry-specific compliance requirements and certifications
Background Intellectual Property
Business Day
Charges
Client
Client Materials
Confidential Information
Deliverables
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Key Personnel
Laws
Personal Data
Project
Services
Service Level
Service Location
Service Provider
Service Schedule
Service Term
Specifications
Subsidiary
Term
Third Party
Working Hours
Definitions
Service Provision
Term and Duration
Payment Terms
Performance Standards
Confidentiality
Intellectual Property
Data Protection
Liability and Indemnification
Force Majeure
Termination
Non-Competition
Non-Solicitation
Insurance
Compliance with Laws
Assignment and Subcontracting
Notice Requirements
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Force Majeure
Relationship of Parties
Third Party Rights
Information Technology
Professional Services
Consulting
Healthcare
Education
Financial Services
Manufacturing
Construction
Telecommunications
Media and Entertainment
Real Estate
Logistics and Transportation
Legal
Procurement
Operations
Finance
Risk and Compliance
Human Resources
Business Development
Commercial
Vendor Management
Project Management Office
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Project Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Human Resources Director
Department Head
Managing Director
Chief Executive Officer
Commercial Manager
Vendor Manager
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