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1. Parties: Identifies and provides full legal details of both companies entering into the agreement
2. Background: Explains the context and purpose of the agreement, including brief description of both companies' business activities
3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation
4. Services: Detailed description of the services to be provided, including scope and deliverables
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Fees, payment schedule, invoicing process, and payment methods
7. Service Levels: Performance standards, metrics, and quality requirements for the services
8. Obligations of Service Provider: Specific responsibilities and commitments of the service provider
9. Obligations of Client: Specific responsibilities and commitments of the client company
10. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision
11. Confidentiality: Protection of confidential information shared between parties
12. Liability and Indemnification: Allocation of risks and responsibilities for damages or losses
13. Insurance: Required insurance coverage to be maintained by both parties
14. Force Majeure: Provisions for handling circumstances beyond parties' control
15. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
16. General Provisions: Standard legal clauses including notices, amendments, and assignment
1. Data Protection: Required when services involve handling personal or sensitive data
2. Compliance with Laws: Detailed compliance requirements for regulated industries or specific legal frameworks
3. Change Control: Process for managing changes to services or agreement terms, useful for long-term or complex services
4. Disaster Recovery: Required when service continuity is critical to client operations
5. Personnel: Included when specific qualifications or security clearances are required for service delivery staff
6. Non-Competition: Added when there are competitive concerns between the parties
7. Transition Services: Important for complex services requiring handover periods
8. Audit Rights: Included when client needs rights to audit service provider's operations or compliance
9. Security Requirements: Necessary when services involve access to sensitive systems or facilities
1. Schedule A - Service Description: Detailed technical specifications and scope of services
2. Schedule B - Service Levels: Detailed performance metrics, measurement methods, and remedies
3. Schedule C - Pricing and Payment: Detailed fee structure, rates, and payment terms
4. Schedule D - Key Personnel: List of key staff members and their roles
5. Schedule E - Security Requirements: Detailed security protocols and requirements
6. Schedule F - Implementation Plan: Timeline and milestones for service implementation
7. Appendix 1 - Form of Change Order: Template for documenting agreed changes to services
8. Appendix 2 - Reporting Requirements: Templates and specifications for required service reports
Affiliate
Applicable Law
Business Day
Change Order
Confidential Information
Commencement Date
Deliverables
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Key Personnel
Material Breach
Milestones
Notice
Payment Terms
Performance Standards
Personnel
Project Manager
Representatives
Services
Service Levels
Service Provider
Client
Specifications
Term
Third Party
Work Product
Business Hours
Completion Date
Contract Year
Dispute
Fees
Good Industry Practice
Implementation Plan
Initial Term
Losses
Personal Data
Quality Standards
Renewal Term
Reports
Security Requirements
Service Credits
Service Location
Subcontractor
Termination Date
Working Hours
Definitions
Services Scope
Term and Duration
Payment Terms
Service Levels
Performance Standards
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Change Control
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Non-Solicitation
Non-Competition
Assignment
Notices
Dispute Resolution
Governing Law
Compliance with Laws
Audit Rights
Record Keeping
Business Continuity
Security
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Authority
Anti-Corruption
Survival
Information Technology
Professional Services
Manufacturing
Healthcare
Financial Services
Telecommunications
Consulting
Marketing and Advertising
Facilities Management
Engineering
Education
Research and Development
Logistics
Business Process Outsourcing
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Project Management
Account Management
Business Development
Service Delivery
Commercial
Contract Administration
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Legal Counsel
Contract Manager
Procurement Manager
Operations Director
Project Manager
Account Executive
Business Development Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Commercial Director
Finance Manager
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