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1. Parties: Identification and details of the service provider and distributor
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Scope of distribution rights and geographical territory covered
5. Service Levels: Core service level commitments and performance standards
6. Distribution Rights and Obligations: Detailed rights and responsibilities of the distributor
7. Provider Obligations: Service provider's commitments and responsibilities
8. Performance Monitoring: Methods and frequency of service level measurement and reporting
9. Fees and Payment Terms: Pricing structure, payment schedules, and related financial terms
10. Service Credits and Penalties: Compensation mechanism for service level failures
11. Term and Termination: Duration of agreement and termination provisions
12. Intellectual Property Rights: Protection and usage rights of IP involved
13. Confidentiality: Protection of confidential information
14. Liability and Indemnification: Allocation of risks and liability limitations
15. Force Majeure: Provisions for unforeseen circumstances
16. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Non-Competition: Restrictions on competitive activities, used when exclusivity is required
2. Data Protection: GDPR compliance provisions, required when personal data is processed
3. Insurance: Insurance requirements, important for high-value or high-risk distributions
4. Marketing and Promotion: Marketing obligations and restrictions, relevant for brand-sensitive distributions
5. Training Requirements: Training obligations for distributor staff, important for technical products
6. Disaster Recovery: Business continuity provisions, crucial for critical service distributions
7. Compliance with Laws: Specific regulatory compliance requirements, important in regulated industries
8. Sub-contractors: Rules for engaging sub-contractors, relevant when sub-contracting is permitted
9. Change Control: Procedures for changing service levels or terms, important for long-term agreements
1. Schedule 1 - Service Level Specifications: Detailed technical specifications of service levels and performance metrics
2. Schedule 2 - Key Performance Indicators: Specific KPIs, measurement methods, and targets
3. Schedule 3 - Fee Schedule: Detailed pricing, payment terms, and service credit calculations
4. Schedule 4 - Escalation Procedures: Problem resolution and escalation processes
5. Schedule 5 - Territory Map: Detailed description or map of the distribution territory
6. Schedule 6 - Reporting Requirements: Templates and specifications for regular performance reporting
7. Schedule 7 - Technical Support Procedures: Procedures for accessing and providing technical support
8. Schedule 8 - Contact Details: Key contacts and communication protocols
9. Appendix A - Service Credit Calculation Examples: Examples illustrating how service credits are calculated
10. Appendix B - Acceptable Use Policy: Rules and restrictions for service usage
Acceptable Service Level
Authorized Sub-distributor
Business Day
Confidential Information
Critical Service Failure
Customer
Distribution Rights
Distribution Territory
Effective Date
End User
Force Majeure Event
Initial Term
Intellectual Property Rights
Key Performance Indicators
Measurement Period
Minimum Performance Standards
Normal Business Hours
Notice
Performance Credits
Performance Reports
Planned Maintenance
Provider Systems
Quality Standards
Renewal Term
Response Time
Service Credits
Service Failure
Service Hours
Service Level Agreement
Service Level Targets
Service Levels
Services
Specifications
Support Services
Technical Documentation
Term
Territory
Third Party Provider
Unplanned Downtime
Working Hours
Territory Rights
Service Levels
Performance Monitoring
Distribution Rights
Quality Control
Compliance
Reporting
Fees and Payments
Service Credits
Intellectual Property
Confidentiality
Data Protection
Liability
Indemnification
Insurance
Force Majeure
Term and Termination
Non-Competition
Non-Solicitation
Audit Rights
Dispute Resolution
Assignment
Subcontracting
Notice
Amendments
Entire Agreement
Severability
Governing Law
Technical Support
Training
Marketing
Warranties
Business Continuity
Escalation Procedures
Information Technology
Software Services
Telecommunications
Cloud Services
Managed Services
Hardware Distribution
Professional Services
Healthcare Technology
Industrial Equipment
Network Infrastructure
Legal
Operations
Service Delivery
Commercial
Business Development
Compliance
Quality Assurance
Contract Management
Technical Support
Customer Success
Distribution Operations
Partner Relations
Chief Operating Officer
Commercial Director
Distribution Manager
Service Delivery Manager
Legal Counsel
Contract Manager
Operations Director
Business Development Manager
Account Manager
Compliance Officer
Service Level Manager
Partnership Manager
Technical Services Director
Quality Assurance Manager
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