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1. Parties: Identifies and defines all parties to the contract with their full legal names and details
2. Background: Sets out the context and purpose of the agreement, including any relevant history or circumstances
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term: Specifies the duration of the agreement, including commencement date and any renewal provisions
5. Obligations of the Parties: Details the core responsibilities and duties of each party
6. Payment Terms: Specifies payment amounts, methods, and timing
7. Representations and Warranties: States the promises and assertions made by each party
8. Termination: Sets out circumstances and processes for ending the agreement
9. Dispute Resolution: Establishes procedures for handling disagreements
10. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
11. Execution: Formal signing section with execution blocks for all parties
1. Intellectual Property: Include when the agreement involves creation, licensing, or transfer of IP rights
2. Confidentiality: Include when parties will exchange sensitive or proprietary information
3. Insurance: Include when specific insurance coverage is required from either party
4. Performance Metrics: Include when the agreement includes specific KPIs or service levels
5. Force Majeure: Include when parties want specific provisions for handling unforeseen circumstances
6. Change Control: Include when the agreement may require formal processes for making changes
7. Compliance with Laws: Include when specific regulatory compliance obligations need to be addressed
8. Security Requirements: Include when data security or physical security measures are relevant
1. Schedule 1 - Services or Deliverables: Detailed description of services or deliverables to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of pricing, payment schedules, and related terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: Details of key staff or representatives from each party
5. Appendix A - Special Conditions: Any special terms or conditions specific to this agreement
6. Appendix B - Required Forms: Standard forms or templates to be used during the contract term
7. Appendix C - Technical Specifications: Detailed technical requirements or specifications
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