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1. Parties: Identification and details of contracting parties including registered addresses and company registration numbers
2. Background: Context, purpose and commercial intent of the agreement
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Scope of Services/Goods: Detailed description of what is being provided, including specifications, quantities, and quality standards
5. Payment Terms: Price, payment schedule, payment methods, and consequences of late payment
6. Term and Termination: Duration of agreement, renewal terms, and conditions for termination
7. Representations and Warranties: Statements of fact and promises made by each party
8. Liability and Indemnity: Allocation of risks and responsibilities between parties
9. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law
10. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Intellectual Property Rights: Provisions regarding ownership, use, and protection of intellectual property when IP is created or transferred
2. Confidentiality: Obligations regarding protection and non-disclosure of confidential information
3. Force Majeure: Provisions dealing with unforeseen circumstances preventing performance
4. Data Protection: Compliance with Personal Data Protection Act (PDPA) and data handling requirements
5. Change Control: Process for managing changes to scope or terms during the agreement period
6. Insurance: Required insurance coverage and obligations
1. Schedule 1 - Services/Goods Specification: Detailed technical specifications of services or goods being provided
2. Schedule 2 - Pricing Schedule: Detailed breakdown of prices, rates, and payment milestones
3. Schedule 3 - Service Level Agreement: Performance metrics, service levels, and related penalties/rewards
4. Schedule 4 - Key Personnel: Details of key staff members responsible for contract delivery
5. Schedule 5 - Data Processing Agreement: Specific terms for handling personal data in compliance with PDPA
6. Schedule 6 - Change Control Procedure: Detailed process for implementing and documenting changes
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Price
Deliverables
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Material Breach
Notice
Party/Parties
Personal Data
Representatives
Services
Service Levels
Specifications
Term
Territory
Third Party
Working Hours
Affiliate
Change Order
Completion Date
Default
Dispute
Fees
Liability
Loss
Payment Terms
Records
Schedule
Termination Date
Warranties
Supply of Goods/Services
Payment Terms
Delivery
Title and Risk
Quality and Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Term and Termination
Assignment and Subcontracting
Notices
Compliance with Laws
Anti-Bribery and Corruption
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Relationship of Parties
Record Keeping
Audit Rights
Business Continuity
Change Control
Performance Review
Service Levels
Reporting Requirements
Exit Management
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