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1. Parties: Identifies the contracting parties with their full legal names, registration details, and addresses
2. Background: Sets out the context of the agreement and basic understanding between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of services or deliverables to be provided by the service provider
5. Duration and Term: Specifies the commencement date, term, and any renewal provisions
6. Fees and Payment Terms: Details the fees, payment schedule, invoicing requirements, and payment methods
7. Obligations of the Service Provider: Lists the specific duties, responsibilities, and service standards expected
8. Client Obligations: Outlines the client's responsibilities and obligations to enable service delivery
9. Confidentiality: Provisions protecting confidential information exchanged during the engagement
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used during the engagement
11. Termination: Grounds and process for terminating the agreement
12. Liability and Indemnification: Sets out liability limitations and indemnification obligations
13. Dispute Resolution: Specifies process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Service Levels: Detailed performance metrics and standards, used when specific service levels need to be maintained
2. Data Protection: Provisions for handling personal data, required when personal data processing is involved
3. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
4. Change Control: Process for managing changes to services or terms, useful in complex or long-term engagements
5. Insurance: Insurance requirements and obligations, important for high-risk services
6. Anti-Bribery and Corruption: Compliance with anti-corruption laws, particularly important for international contracts
7. Transition and Exit: Provisions for handover at contract end, important for critical business services
8. Business Continuity: Requirements for service continuity, important for essential services
9. Regulatory Compliance: Specific regulatory obligations, required for regulated industries
1. Schedule 1 - Service Description: Detailed specification of services or deliverables
2. Schedule 2 - Fees and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
4. Schedule 4 - Client Materials and Requirements: List of materials, access, or information to be provided by the client
5. Schedule 5 - Key Personnel: Details of key team members and their roles
6. Schedule 6 - Form of Change Order: Template for documenting agreed changes to services or terms
7. Appendix A - Technical Requirements: Technical specifications or requirements
8. Appendix B - Security Requirements: Information security requirements and protocols
Applicable Law
Business Day
Change Order
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Notice
Payment Terms
Personal Data
Representatives
Services
Service Levels
Service Provider
Specification
Term
Termination Date
Third Party
Working Hours
VAT
Services
Duration
Fees and Payment
Service Provider Obligations
Client Obligations
Service Levels
Key Personnel
Confidentiality
Data Protection
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Change Control
Notices
Dispute Resolution
Governing Law and Jurisdiction
Anti-Bribery and Corruption
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Relationship of Parties
Professional Services
Information Technology
Consulting
Financial Services
Healthcare
Manufacturing
Construction
Education
Telecommunications
Energy
Legal Services
Marketing and Advertising
Real Estate
Transportation and Logistics
Legal
Commercial
Business Development
Sales
Procurement
Operations
Compliance
Risk Management
Finance
Project Management
Legal Counsel
Contract Manager
Business Development Manager
Chief Executive Officer
Chief Operating Officer
Commercial Director
Procurement Manager
Project Manager
Account Manager
Sales Director
Compliance Officer
Risk Manager
Operations Manager
General Counsel
Company Secretary
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