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1. Parties: Identifies and defines the contracting parties (service provider and customer)
2. Background: Context and purpose of the agreement, including brief description of services being outsourced
3. Definitions: Defines key terms used throughout the agreement including Service Levels, KPIs, etc.
4. Services: Detailed description of services to be provided, including scope and exclusions
5. Service Levels: Specific performance metrics, standards and quality requirements
6. Performance Monitoring: Methods for measuring, monitoring and reporting service level performance
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures and service credits
8. Term and Termination: Contract duration, renewal terms, and termination rights
9. Governance: Management structure, reporting lines, and decision-making processes
10. Data Protection and Security: Obligations regarding data protection, confidentiality and information security
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnities: Limitations of liability, indemnification obligations and insurance requirements
1. TUPE Provisions: Required when service provision involves transfer of employees from customer to provider or vice versa
2. Business Continuity: Disaster recovery and business continuity requirements for critical services
3. Change Control: Procedures for managing changes to services, specifications or service levels
4. Regulatory Compliance: Specific obligations regarding industry regulations and compliance requirements
5. Environmental Requirements: Environmental standards and sustainability requirements for service delivery
1. Schedule 1 - Service Description: Detailed technical and operational specification of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement criteria and reporting requirements
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, calculations and service credit mechanism
4. Schedule 4 - RACI Matrix: Responsibility assignment matrix defining roles and responsibilities
5. Schedule 5 - Data Processing Agreement: Specific terms for personal data processing under UK GDPR
6. Schedule 6 - Exit Plan: Procedures for service transition at contract end or termination
7. Schedule 7 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
8. Schedule 8 - Change Control Procedure: Detailed process for requesting, approving and implementing changes
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