The Supplier Service Agreement serves as the primary contractual framework for businesses engaging external service providers in Canada. This document is essential when establishing a formal service relationship between a supplier and a customer, particularly for ongoing or complex service arrangements. It addresses key aspects such as service scope, performance standards, payment terms, and risk allocation, while ensuring compliance with Canadian federal and provincial regulations. The agreement is designed to protect both parties' interests, establish clear operational parameters, and provide mechanisms for managing the service relationship effectively. It's particularly important for businesses operating across multiple provinces, as it can be adapted to address specific provincial requirements while maintaining consistency with federal regulations.
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1. Parties: Identification of the supplier and customer, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and general purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Services: Detailed description of services to be provided and service levels
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Fees and Payment: Payment terms, invoicing, and payment methods
7. Supplier Obligations: Key responsibilities and commitments of the supplier
8. Customer Obligations: Key responsibilities and commitments of the customer
9. Compliance and Regulatory Requirements: Compliance with laws, regulations, and industry standards
10. Confidentiality: Protection and handling of confidential information
11. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification provisions
12. Insurance: Required insurance coverage and limits
13. Termination: Grounds for termination and termination process
14. Effect of Termination: Consequences and obligations upon termination
15. Dispute Resolution: Process for resolving disputes between parties
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Intellectual Property Rights: Ownership and licensing of IP when services involve creation or use of intellectual property
2. Data Protection and Privacy: Specific provisions for handling personal data when services involve data processing
3. Equipment and Facilities: Terms governing use and maintenance of equipment or facilities if provided by either party
4. Personnel and Subcontractors: Requirements for service delivery personnel and use of subcontractors
5. Security Requirements: Specific security protocols and requirements when handling sensitive information or systems
6. Change Control: Process for managing changes to services or agreement terms in complex service arrangements
7. Business Continuity: Disaster recovery and business continuity requirements for critical services
8. Transition and Exit: Detailed transition and exit management provisions for complex service arrangements
9. Performance Monitoring: Specific KPIs and performance monitoring mechanisms for complex services
10. Audit Rights: Rights and procedures for auditing service delivery and compliance
1. Schedule A - Service Description: Detailed specification of services to be provided
2. Schedule B - Service Levels: Service level agreements, KPIs, and measurement methodology
3. Schedule C - Fees and Charges: Detailed fee structure, rates, and payment terms
4. Schedule D - Customer Requirements: Specific customer requirements, policies, and procedures
5. Schedule E - Form of Change Order: Template for documenting and approving changes to services
6. Schedule F - Key Personnel: Identification of key personnel and their roles
7. Schedule G - Security Requirements: Detailed security protocols and requirements
8. Schedule H - Data Processing Agreement: Specific terms for personal data processing if applicable
9. Appendix 1 - Insurance Requirements: Detailed insurance requirements and coverage limits
10. Appendix 2 - Approved Subcontractors: List of approved subcontractors if applicable
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