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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
3. Definitions: Defines key terms used throughout the agreement
4. Services: Details the services or products to be provided under the agreement
5. Fees and Payment: Specifies pricing, payment terms, invoicing procedures, and payment methods
6. Term and Termination: Defines the duration of the agreement and circumstances for termination
7. Obligations of the Service Provider: Lists the key responsibilities and commitments of the service provider
8. Obligations of the Client: Lists the key responsibilities and commitments of the client
9. Confidentiality: Governs the handling and protection of confidential information
10. Intellectual Property: Addresses ownership and usage rights of intellectual property
11. Liability and Indemnification: Sets out liability limitations and indemnification obligations
12. Force Majeure: Addresses circumstances beyond parties' control affecting performance
13. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
14. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and severability
1. Data Protection: Required when personal data processing is involved, detailing GDPR or other privacy law compliance
2. Service Levels: Include when specific performance metrics and standards need to be maintained
3. Insurance: Add when specific insurance requirements need to be maintained by either party
4. Compliance with Laws: Include for regulated industries or when specific regulatory compliance needs to be addressed
5. Audit Rights: Add when one party needs the right to audit the other's compliance or performance
6. Business Continuity: Include when service continuity is critical to the client's operations
7. Anti-Bribery and Corruption: Add for international business or when dealing with government entities
8. Marketing and Publicity: Include when addressing the right to use the other party's name or logo
9. Non-Solicitation: Add to prevent hiring of each other's employees or solicitation of customers
10. Dispute Resolution: Include when specific dispute resolution procedures (like mediation) are required
1. Schedule 1 - Services Description: Detailed description of services or products to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and service level requirements
4. Schedule 4 - Contact Details: Key contacts and notice details for both parties
5. Schedule 5 - Data Processing Terms: Detailed data protection and processing requirements if applicable
6. Schedule 6 - Change Control Procedure: Process for making changes to services or terms
7. Appendix A - Technical Requirements: Technical specifications or requirements for service delivery
8. Appendix B - Security Requirements: Information security requirements and procedures
Affiliate
Agreement
Applicable Law
Authorized Representative
Business Day
Change Control
Change Request
Charges
Client
Client Materials
Commencement Date
Confidential Information
Contract Year
Control
Data Protection Laws
Deliverables
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Notice
Payment Terms
Personnel
Project
Related Parties
Services
Service Levels
Service Provider
Specification
Statement of Work
Subcontractor
Term
Territory
Third Party
Working Hours
Work Product
Services
Payment
Service Levels
Obligations
Personnel
Subcontracting
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Change Control
Audit Rights
Assignment
Non-Solicitation
Notice
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Relationship of Parties
Third Party Rights
Counterparts
Compliance with Laws
Business Continuity
Security Requirements
Records and Reports
Marketing and Publicity
Professional Services
Information Technology
Financial Services
Management Consulting
Marketing and Advertising
Legal Services
Healthcare Services
Engineering Services
Business Process Outsourcing
Software and Technology
Telecommunications
Real Estate Services
Education and Training
Research and Development
Environmental Services
Legal
Commercial
Operations
Sales
Business Development
Procurement
Finance
Compliance
Risk Management
Account Management
Chief Executive Officer
Chief Operating Officer
General Counsel
Commercial Director
Head of Legal
Business Development Manager
Contract Manager
Procurement Manager
Operations Director
Risk Manager
Compliance Officer
Legal Counsel
Account Manager
Sales Director
Finance Director
Project Manager
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