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1. Parties: Identifies the contracting parties with full legal names, registration numbers, and registered addresses
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Term and Renewal: Specifies the initial term, renewal conditions, and termination notice periods
5. Services: Outlines the scope of services, service standards, and delivery requirements
6. Payment Terms: Details fees, payment schedule, invoicing process, and payment methods
7. Service Levels: Establishes performance metrics, measurement methods, and consequences of non-achievement
8. Obligations of Service Provider: Lists key responsibilities and commitments of the service provider
9. Obligations of Customer: Specifies customer responsibilities and requirements for service delivery
10. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and created IP
11. Confidentiality: Defines confidential information and protection obligations
12. Data Protection: Ensures compliance with PDPA 2010 and sets data handling requirements
13. Liability and Indemnification: Sets liability limits and indemnification obligations
14. Force Majeure: Addresses unforeseen circumstances preventing performance
15. Termination: Details termination rights, process, and consequences
16. Governing Law and Dispute Resolution: Specifies Malaysian law governance and dispute resolution procedures
17. General Provisions: Includes standard clauses like notices, assignment, and entire agreement
1. Change Control: For services requiring formal change management processes
2. Disaster Recovery: For critical services requiring business continuity planning
3. Security Requirements: For services involving sensitive data or systems access
4. Compliance with Industry Standards: For regulated industries or specific technical standards
5. Personnel Requirements: When specific qualifications or security clearances are needed
6. Insurance: When specific insurance coverage is required beyond standard provisions
7. Anti-Bribery and Corruption: For high-value contracts or government-related services
8. Environmental Compliance: For services with environmental impact considerations
9. Subcontracting: When subcontracting needs to be specifically regulated
10. Export Control: For services involving international data or technology transfer
1. Schedule 1 - Service Description: Detailed description of services, deliverables, and technical requirements
2. Schedule 2 - Service Levels and KPIs: Specific performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Charges and Payment: Detailed fee structure, rates, and payment terms
4. Schedule 4 - Change Control Procedure: Process for requesting and implementing changes to services
5. Schedule 5 - Security Policies: Detailed security requirements and compliance procedures
6. Schedule 6 - Data Processing Agreement: Specific terms for personal data handling and PDPA compliance
7. Schedule 7 - Business Continuity Plan: Disaster recovery and service continuity procedures
8. Schedule 8 - Key Personnel: List of key staff and their roles/responsibilities
9. Appendix A - Contact Details: Key contacts and escalation matrix for both parties
10. Appendix B - Required Insurance Coverage: Specific insurance types and coverage levels required
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