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1. Parties: Identifies and defines the contracting parties (Principal and Delivery Partner)
2. Background: Sets out context and commercial purpose of the delivery partner arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules of interpretation
4. Services: Details the delivery services to be provided, including scope and requirements
5. Payment Terms: Specifies fees, payment schedule, invoicing process, and any performance-related payments
6. Service Levels: Defines performance metrics, standards, and consequences of failure to meet them
7. Term and Termination: Duration of agreement, renewal provisions, and termination rights
8. Obligations of the Delivery Partner: Key responsibilities and commitments of the delivery partner
9. Obligations of the Principal: Key responsibilities and commitments of the principal party
10. Compliance with Laws: Requirements to comply with relevant legislation and regulations
11. Insurance and Liability: Insurance requirements and limitation of liability provisions
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: Compliance with data protection laws and data handling requirements
14. Intellectual Property: Ownership and usage rights of intellectual property
15. Force Majeure: Provisions for handling events beyond reasonable control
16. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Change Control: Process for managing changes to services or agreement terms (for complex or long-term arrangements)
2. Subcontracting: Terms governing use of subcontractors and subcontractor management
3. Technology Requirements: Specific technology or system requirements for service delivery
4. Training and Support: Requirements for training staff and providing operational support
5. Business Continuity: Requirements for business continuity and disaster recovery
6. Environmental Requirements: Specific environmental compliance and sustainability requirements
1. Schedule 1 - Service Description: Detailed specification of delivery services and operational requirements
2. Schedule 2 - Service Levels: Detailed performance metrics, KPIs, and measurement methodology
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, rates, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
5. Schedule 5 - Operating Manual: Detailed operational procedures, processes, and requirements
6. Schedule 6 - Insurance Requirements: Detailed insurance coverage requirements and minimum levels
7. Schedule 7 - Key Personnel: Details of key personnel from both parties and their roles
8. Schedule 8 - Form of Change Control Notice: Template and process for implementing contract changes
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