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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including brief description of the vendor's business and services
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Commencement: Specifies the duration of the agreement, including start date and any renewal provisions
5. Services: Details the specific services to be provided by the vendor, including service levels and standards
6. Vendor Obligations: Sets out the vendor's key responsibilities and commitments
7. Customer Obligations: Outlines the customer's responsibilities and requirements
8. Fees and Payment: Details the fee structure, payment terms, and invoicing procedures
9. Intellectual Property: Addresses ownership and usage rights of intellectual property
10. Confidentiality: Establishes obligations regarding confidential information
11. Privacy and Data Protection: Sets out obligations for handling personal information in compliance with NZ Privacy Act
12. Liability and Indemnities: Addresses risk allocation between parties including limitations of liability
13. Termination: Specifies circumstances for termination and the consequences
14. Dispute Resolution: Establishes process for resolving disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Insurance: Required when services involve significant risk or on-site work, specifying required insurance types and coverage
2. Service Credits: Used when specific service levels are critical, providing financial consequences for service failures
3. Business Continuity: Important for critical services, detailing disaster recovery and business continuity requirements
4. Security Requirements: Necessary when services involve IT systems or sensitive data
5. Audit Rights: Important when compliance verification or performance monitoring is required
6. Change Control: Needed when services may require modification during the term
7. Personnel: Required when specific staff or qualifications are crucial to service delivery
8. Transition Services: Important for complex services requiring handover periods
9. Force Majeure: Particularly relevant for services that may be impacted by external events
10. Anti-Bribery and Corruption: Important for high-value contracts or when dealing with government entities
1. Schedule 1 - Services Description: Detailed description of services, including specifications and deliverables
2. Schedule 2 - Service Levels: Specific performance metrics and service level requirements
3. Schedule 3 - Fees and Charges: Detailed fee structure, rates, and payment terms
4. Schedule 4 - Key Personnel: Details of key staff members and their roles
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation
6. Schedule 6 - Technical Requirements: Technical specifications and requirements
7. Schedule 7 - Security Standards: Detailed security requirements and standards
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Appendix A - Form of Change Request: Template for requesting and documenting changes to services
10. Appendix B - Reports: Templates and requirements for regular reporting
Authorized Representative
Business Day
Charges
Commencement Date
Confidential Information
Customer
Customer Data
Customer Materials
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
GST
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Loss
Material Breach
Notice
Personal Information
Personnel
Related Company
Renewal Term
Reports
Schedule
Services
Service Levels
Service Level Agreement
Service Credits
Specifications
Subcontractor
Term
Termination Date
Third Party
Vendor
Vendor Materials
Working Hours
Term and Renewal
Services
Service Levels
Performance Standards
Vendor Obligations
Customer Obligations
Fees and Payment
Invoicing
GST
Personnel
Subcontracting
Intellectual Property
Data Protection
Privacy
Confidentiality
Security
Audit Rights
Record Keeping
Warranties
Representations
Insurance
Liability
Indemnification
Force Majeure
Termination
Suspension
Dispute Resolution
Business Continuity
Change Control
Assignment
Notices
Relationship of Parties
Entire Agreement
Severability
Governing Law
Variation
Waiver
Competition Law
Information Technology
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Construction
Telecommunications
Education
Transportation and Logistics
Facilities Management
Consulting
Energy and Utilities
Media and Entertainment
Legal
Procurement
Finance
Operations
Risk and Compliance
Vendor Management
Commercial
Supply Chain
Project Management
Account Management
Service Delivery
Procurement Manager
Legal Counsel
Contract Manager
Commercial Manager
Operations Director
Chief Financial Officer
Risk Manager
Vendor Management Officer
Supply Chain Manager
Business Unit Manager
Chief Operating Officer
Compliance Officer
Project Manager
Account Manager
Service Delivery Manager
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