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1. Parties: Identifies and defines all parties to the agreement, including their full legal names, addresses, and company registration numbers if applicable
2. Background: Provides context and explains the purpose of the agreement, including any relevant history or circumstances leading to the contract
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpreting the document
4. Scope of Agreement: Clearly outlines what is covered by the agreement and the general obligations of each party
5. Duration and Term: Specifies when the agreement begins, its duration, and any renewal provisions
6. Payment Terms: Details any financial obligations, including amounts, payment schedules, and methods of payment
7. Obligations and Responsibilities: Specifies the detailed obligations and responsibilities of each party under the agreement
8. Representations and Warranties: States the assurances and guarantees made by each party
9. Termination: Outlines how and when the agreement can be terminated and the consequences of termination
10. Governing Law and Jurisdiction: Specifies that Irish law governs the agreement and establishes jurisdiction for dispute resolution
11. General Provisions: Includes standard legal provisions such as severability, entire agreement, and amendment procedures
1. Confidentiality: Include when parties will exchange sensitive information during the course of the agreement
2. Intellectual Property: Include when the agreement involves the creation, use, or transfer of intellectual property
3. Force Majeure: Include when parties want to address circumstances beyond their control that might affect performance
4. Insurance Requirements: Include when specific insurance coverage is required from either party
5. Data Protection: Include when personal data will be processed under the agreement, ensuring GDPR compliance
6. Assignment and Subcontracting: Include when parties need to address the potential transfer of rights or obligations
7. Dispute Resolution: Include when parties want to specify alternative dispute resolution methods before litigation
8. Service Levels: Include when the agreement involves ongoing service provision with specific performance metrics
9. Change Control: Include when the agreement might require formal procedures for making changes during its term
1. Schedule 1 - Services Description: Detailed description of services or deliverables to be provided under the agreement
2. Schedule 2 - Pricing and Payment Schedule: Detailed breakdown of prices, payment terms, and payment schedules
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and service level requirements
4. Schedule 4 - Contact Details: List of key contacts and authorized representatives for each party
5. Schedule 5 - Required Insurance: Detailed insurance requirements and minimum coverage levels
6. Appendix A - Form of Notice: Template for formal notices required under the agreement
7. Appendix B - Change Control Procedure: Detailed procedure for implementing and documenting changes to the agreement
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