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1. Parties: Identifies the contracting parties with their full legal names, company registration numbers, and registered addresses
2. Background: Sets out the context of the agreement and brief description of why the parties are entering into it
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of the services to be provided, including scope, deliverables, and standards
5. Term and Commencement: Specifies the duration of the agreement and when it becomes effective
6. Payment Terms: Details the fees, payment schedule, invoicing process, and payment methods
7. Service Provider's Obligations: Lists the key responsibilities and commitments of the service provider
8. Client's Obligations: Outlines the responsibilities of the client, including provision of information and access
9. Intellectual Property: Addresses ownership and usage rights of existing and created intellectual property
10. Confidentiality: Protects confidential information shared between the parties
11. Liability and Indemnity: Sets out liability limitations and indemnification obligations
12. Termination: Specifies how and when the agreement can be terminated
13. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Service Levels: Defines specific performance metrics and standards when quantifiable service levels are required
2. Data Protection: Detailed data handling and privacy obligations when personal or sensitive data is involved
3. Insurance: Specific insurance requirements when services involve higher risk activities
4. Business Continuity: Disaster recovery and business continuity requirements for critical services
5. Change Control: Process for managing changes to services or agreement terms in complex service arrangements
6. Audit Rights: Rights to audit service provider's performance and compliance in regulated industries or critical services
7. Personnel: Requirements for service provider's personnel when specific qualifications or security clearances are needed
8. Non-Competition: Restrictions on competitive activities when sensitive industry knowledge is involved
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Fees and Payment: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Key Personnel: Details of key staff members assigned to provide the services
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation if applicable
6. Appendix A - Form of Change Request: Template for requesting and documenting changes to services
7. Appendix B - Security Requirements: Specific security protocols and requirements
8. Appendix C - Reports and Documentation: Templates and requirements for regular reporting and documentation
Business Day
Commencement Date
Confidential Information
Client
Client Materials
Deliverables
Fees
Force Majeure Event
GST
Intellectual Property Rights
Key Personnel
Laws
Material Breach
Personnel
Related Company
Representatives
Services
Service Levels
Service Provider
Service Standards
Site
Specifications
Term
Third Party Materials
Working Hours
Change Request
Dispute
Documentation
Emergency
Good Industry Practice
Implementation Plan
Initial Term
Loss
Renewal Period
Reports
Security Requirements
Service Credits
Termination Date
Background IP
Developed IP
Services
Term
Service Provider Obligations
Client Obligations
Fees and Payment
GST
Performance Standards
Service Levels
Key Personnel
Subcontracting
Intellectual Property
Confidentiality
Privacy
Data Protection
Warranties
Liability
Indemnity
Insurance
Force Majeure
Termination
Consequences of Termination
Change Control
Dispute Resolution
Assignment
Notices
Relationship of Parties
Entire Agreement
Variation
Severability
Waiver
Governing Law
Business Continuity
Audit Rights
Compliance with Laws
Anti-Bribery
Health and Safety
Environmental Compliance
Record Keeping
Reporting
Security
Information Technology
Professional Services
Consulting
Manufacturing
Healthcare
Financial Services
Construction
Telecommunications
Education
Logistics
Real Estate
Engineering
Marketing and Advertising
Research and Development
Legal
Procurement
Finance
Operations
Commercial
Risk and Compliance
Business Development
Project Management
Account Management
Service Delivery
Administration
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Manager
Operations Manager
Project Manager
Account Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Department Head
Finance Manager
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