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Service Bureau Agreement Template for Canada

A Service Bureau Agreement is a comprehensive legal document governed by Canadian law that establishes the terms and conditions under which a service bureau provides specialized processing, data handling, or operational services to a client organization. The agreement covers essential elements including service scope, performance standards, data protection requirements (compliant with PIPEDA), pricing structures, and risk allocation. It includes specific provisions for Canadian regulatory compliance, privacy protection, and provincial legal requirements, making it suitable for both domestic and international service arrangements within Canadian jurisdiction.

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What is a Service Bureau Agreement?

The Service Bureau Agreement is essential for organizations outsourcing specialized processing or operational services to third-party providers in Canada. This document is typically used when a company requires external expertise for handling specific business processes, data processing, or administrative functions while ensuring compliance with Canadian federal and provincial regulations. The agreement comprehensively covers service delivery standards, data protection requirements, liability allocation, and operational procedures. Service Bureau Agreements are particularly important in regulated industries where data handling and processing requirements are stringent, and they must align with Canadian privacy laws, including PIPEDA. The document serves as both a operational framework and a risk management tool, clearly defining responsibilities, performance metrics, and compliance obligations for all parties involved.

What sections should be included in a Service Bureau Agreement?

1. Parties: Identification of the service bureau and the client

2. Background: Context of the agreement and general purpose of the service bureau arrangement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided by the service bureau

5. Service Levels: Performance standards and metrics for service delivery

6. Fees and Payment: Pricing, payment terms, and invoicing procedures

7. Data Protection and Privacy: Obligations regarding data handling and privacy compliance

8. Confidentiality: Protection of confidential information of both parties

9. Intellectual Property: Ownership and usage rights of IP created or used in service delivery

10. Representations and Warranties: Standard warranties regarding service quality and compliance

11. Liability and Indemnification: Risk allocation between parties and liability limitations

12. Term and Termination: Duration, renewal, and termination provisions

13. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

What sections are optional to include in a Service Bureau Agreement?

1. Security Requirements: Specific security protocols and requirements, needed when handling sensitive data

2. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical services

3. Personnel Requirements: Specific staffing requirements or qualifications, needed when service quality depends on specific expertise

4. Compliance with Industry Standards: References to specific industry standards, needed for regulated industries

5. Change Management: Procedures for implementing service changes, important for complex service arrangements

6. Audit Rights: Client's right to audit service bureau operations, important for regulated clients

7. Transition Services: Details of transition assistance upon termination, important for complex service arrangements

What schedules should be included in a Service Bureau Agreement?

1. Schedule A - Services Description: Detailed description of all services to be provided

2. Schedule B - Service Levels: Detailed service level agreements and performance metrics

3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and rate cards

4. Schedule D - Security Requirements: Detailed security protocols and requirements

5. Schedule E - Data Processing Agreement: Specific terms for handling personal data in compliance with privacy laws

6. Schedule F - Implementation Plan: Timeline and milestones for service implementation

7. Appendix 1 - Authorized Personnel: List of key personnel authorized to access systems or data

8. Appendix 2 - Technical Requirements: Technical specifications and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use

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