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1. Parties: Identifies the contracting parties with their full legal names, addresses, and company registration details
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Outlines the general framework for services to be provided under the agreement
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Ordering Process: Details how specific services will be requested and confirmed through work orders or statements of work
7. Fees and Payment Terms: Sets out the general payment terms, invoicing process, and payment obligations
8. Service Levels: Establishes the baseline performance standards for service delivery
9. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Defines confidential information and obligations regarding its protection
11. Data Protection and Privacy: Specifies obligations regarding personal data handling and privacy compliance
12. Warranties and Representations: States the assurances given by each party
13. Limitation of Liability: Sets out the extent and limitations of each party's liability
14. Force Majeure: Addresses circumstances beyond parties' control affecting performance
15. Dispute Resolution: Establishes the process for resolving disputes
16. Governing Law and Jurisdiction: Specifies the applicable law and courts having jurisdiction
17. General Provisions: Includes standard boilerplate clauses like notices, assignment, and entire agreement
1. Insurance: Required when services involve significant risks or regulatory requirements mandate insurance coverage
2. Compliance with Laws: Detailed section needed when operating in heavily regulated industries or handling sensitive data
3. Security Requirements: Important when services involve access to systems or sensitive information
4. Business Continuity: Necessary when service interruption could significantly impact client operations
5. Audit Rights: Include when regulatory compliance or service verification is crucial
6. Personnel Requirements: Important when specific qualifications or security clearances are needed
7. Anti-Bribery and Corruption: Required for international business or government-related services
8. Export Control: Necessary when services involve cross-border data or technology transfer
9. Environmental Compliance: Important for services with environmental impact
10. Subcontracting: Include when service provider may need to engage subcontractors
1. Schedule 1 - Service Descriptions: Detailed descriptions of all available services under the agreement
2. Schedule 2 - Rate Card: Standard pricing for services and resources
3. Schedule 3 - Service Levels and KPIs: Detailed service level agreements and performance metrics
4. Schedule 4 - Standard Operating Procedures: Operational procedures and processes for service delivery
5. Schedule 5 - Security Requirements: Detailed security protocols and requirements
6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Schedule 8 - Form of Work Order: Template for ordering specific services under the agreement
9. Appendix A - Contact Details: Key contacts and escalation matrix
10. Appendix B - Technical Requirements: Technical specifications and requirements
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