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1. Parties: Identifies and provides details of the primary vendor and sub-vendor, including registered addresses and company registration numbers
2. Background: Explains the context of the agreement, including reference to the main contract with the end client if relevant
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services/works to be performed by the sub-vendor
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Payment Terms: Pricing, payment schedule, invoicing requirements, and payment methods
7. Performance Standards: Quality standards, KPIs, and service levels required from the sub-vendor
8. Representations and Warranties: Statements of fact and promises made by both parties
9. Confidentiality: Obligations regarding protection of confidential information
10. Intellectual Property Rights: Ownership and usage rights of IP created during the engagement
11. Indemnification: Protection against losses caused by the other party's actions
12. Insurance: Required insurance coverage to be maintained by the sub-vendor
13. Compliance with Laws: Obligation to comply with applicable laws and regulations
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, etc.
1. Data Protection: Required when personal data processing is involved, outlining GDPR or similar compliance requirements
2. Health and Safety: Necessary when services involve on-site work or physical operations
3. Equipment and Materials: Include when sub-vendor needs to use or supply specific equipment or materials
4. Personnel Requirements: Required when specific qualifications or security clearances are needed for sub-vendor staff
5. Non-Compete: Include when restricting sub-vendor from working with competitors
6. Business Continuity: Important for critical services requiring disaster recovery plans
7. Environmental Compliance: Necessary for services with environmental impact
8. Export Control: Required when dealing with internationally controlled goods or technology
9. Anti-Bribery and Corruption: Important for high-value contracts or government-related work
10. Force Majeure: Optional but recommended to address unforeseen circumstances
1. Schedule 1 - Scope of Work: Detailed technical specifications and requirements of the services
2. Schedule 2 - Pricing and Payment: Detailed fee structure, rates, and payment milestones
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement criteria
4. Schedule 4 - Personnel: Key personnel, qualifications, and experience requirements
5. Schedule 5 - Compliance Requirements: Specific regulatory or industry compliance requirements
6. Schedule 6 - Technical Standards: Technical specifications and standards to be followed
7. Appendix A - Forms and Ƶ: Standard forms for reporting, invoicing, etc.
8. Appendix B - Insurance Requirements: Detailed insurance coverage requirements and limits
9. Appendix C - Security Protocols: IT security, physical security, and confidentiality protocols
10. Appendix D - Escalation Matrix: Contact details and escalation procedures for various scenarios
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