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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details
2. Background: Context of the agreement, including reference to the main contract and reason for subcontracting
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Main Contract', 'Deliverables', etc.
4. Scope of Services: Detailed description of the services to be provided by the subcontractor
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment conditions
7. Obligations of the Subcontractor: Key responsibilities, performance standards, and compliance requirements
8. Obligations of the Main Contractor: Main contractor's responsibilities, including provision of information and materials
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnification: Allocation of risks and responsibilities for damages
12. Insurance: Required insurance coverage and minimum limits
13. Data Protection: Compliance with Swiss data protection laws and data handling requirements
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on subcontractor's ability to compete, used when subcontractor will have access to sensitive business information
2. Assignment and Subcontracting: Rules for further subcontracting, needed when there's possibility of additional delegation of work
3. Quality Assurance: Specific quality standards and testing requirements, important for technical or specialized services
4. Compliance with Main Contract: Back-to-back provisions linking to main contract obligations, used when main contract terms need to flow down
5. Personnel: Requirements for specific personnel or qualifications, relevant when specific expertise is required
6. Equipment and Materials: Provisions regarding supply and maintenance of equipment, needed for services requiring specific tools or materials
7. Security Requirements: IT or physical security obligations, important when dealing with sensitive systems or facilities
8. Export Control: Compliance with international trade regulations, needed for cross-border services or technology transfer
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics and quality standards
4. Schedule 4 - Key Personnel: List of key individuals and their roles
5. Schedule 5 - Required Insurance: Specific insurance requirements and coverage limits
6. Appendix A - Main Contract Excerpts: Relevant provisions from the main contract that apply to the subcontractor
7. Appendix B - Data Processing Agreement: Detailed data protection and processing requirements
8. Appendix C - Technical Requirements: Technical specifications and standards to be met
Information Technology
Construction
Manufacturing
Professional Services
Engineering
Healthcare
Telecommunications
Financial Services
Energy
Transportation and Logistics
Research and Development
Consulting
Legal
Procurement
Operations
Commercial
Risk and Compliance
Finance
Supply Chain
Project Management
Vendor Management
Business Development
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Operations Director
Commercial Director
Chief Operating Officer
Risk Manager
Compliance Officer
Business Development Manager
Supply Chain Manager
Vendor Manager
General Counsel
Chief Financial Officer
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