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1. Parties: Identification and details of the service provider and client, including registered addresses and company numbers if applicable
2. Background: Context of the agreement and brief description of why the parties are entering into it
3. Definitions: Defined terms used throughout the agreement
4. Services: Detailed description of the services to be provided, including scope and any exclusions
5. Term and Commencement: Duration of the agreement and when services will commence
6. Payment Terms: Fees, payment schedule, invoicing requirements, and GST provisions
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Intellectual Property: Ownership and usage rights of any IP created or used during service provision
10. Confidentiality: Protection of confidential information exchanged during the service relationship
11. Liability and Indemnity: Limitations of liability and indemnification provisions
12. Termination: Circumstances and process for ending the agreement
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Service Levels: Specific performance metrics and standards, used when service quality needs to be quantitatively measured
2. Data Protection: Detailed privacy and data handling provisions, required when significant personal data is processed
3. Change Control: Process for making changes to services or terms, useful for long-term or complex service arrangements
4. Insurance: Specific insurance requirements, important for high-risk or regulated services
5. Business Continuity: Disaster recovery and service continuation provisions, crucial for essential services
6. Personnel: Requirements for staff delivering services, important when specific qualifications or security clearances are needed
7. Compliance: Industry-specific regulatory requirements, necessary for regulated sectors
8. Non-Competition: Restrictions on competitive activities, relevant when sharing sensitive market information
1. Schedule 1 - Service Specification: Detailed technical or operational description of the services
2. Schedule 2 - Charges and Payment: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and reporting requirements
4. Schedule 4 - Personnel: Key personnel, qualifications, and roles
5. Schedule 5 - Form of Change Request: Template for requesting and documenting changes to services
6. Appendix A - Data Processing Agreement: Detailed terms for handling personal data, if required
7. Appendix B - Security Requirements: IT, physical, or data security requirements
Business Day
Client
Commencement Date
Confidential Information
Deliverables
Fees
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Personal Information
Privacy Laws
Related Company
Renewal Term
Service Levels
Services
Service Provider
Service Specification
Site
Term
Termination Date
Working Hours
Change Request
Acceptance Criteria
Business Requirements
Background IP
Developed IP
Dispute
Good Industry Practice
Representatives
Territory
Third Party Materials
Variation
Personnel
Emergency
Insolvency Event
Performance Standards
Regulatory Requirements
Schedule of Rates
Service Credits
Completion Date
Term and Renewal
Services
Service Levels
Fees and Payment
GST
Invoicing
Performance Standards
Client Obligations
Service Provider Obligations
Personnel
Subcontracting
Intellectual Property
Data Protection
Privacy
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Representations
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Termination Consequences
Change Control
Dispute Resolution
Health and Safety
Compliance with Laws
Record Keeping
Audit Rights
Assignment
Variation
Notices
Relationship of Parties
Entire Agreement
Severability
Governing Law
Business Continuity
Security Requirements
Professional Services
Information Technology
Consulting
Healthcare
Engineering
Financial Services
Education
Construction
Marketing and Advertising
Legal Services
Maintenance Services
Business Support Services
Creative Industries
Transportation
Property Management
Legal
Procurement
Operations
Commercial
Finance
Risk and Compliance
Business Development
Contract Management
Project Management
Senior Management
Human Resources
Contract Manager
Legal Counsel
Business Development Manager
Operations Manager
Procurement Manager
Commercial Manager
Project Manager
Account Manager
Risk Manager
Compliance Officer
Chief Financial Officer
General Counsel
Managing Director
Service Delivery Manager
Business Owner
Human Resources Manager
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