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1. Parties: Identification of contracting parties with full legal names and addresses

2. Background: Context of the agreement, including brief description of parties' businesses and purpose of engagement

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of IT services to be provided, including deliverables and exclusions

5. Term and Timeline: Duration of the agreement and key project milestones

6. Payment Terms: Fees, payment schedule, invoicing, and payment methods

7. Service Provider Obligations: Key responsibilities and commitments of the IT service provider

8. Client Obligations: Client's responsibilities including providing access, information, and resources

9. Service Levels: Performance standards, metrics, and measurement methodology

10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection and Security: Requirements for handling data and maintaining security

13. Warranties and Representations: Assurances about services, compliance, and authority to contract

14. Liability and Indemnification: Limitation of liability and indemnification obligations

15. Force Majeure: Provisions for handling events beyond parties' control

16. Termination: Grounds and process for contract termination

17. Dispute Resolution: Process for resolving disputes including jurisdiction

18. General Provisions: Standard clauses including notices, assignment, and amendments

1. Schedule 1 - Service Description: Detailed technical specifications of services

2. Schedule 2 - Service Levels and KPIs: Detailed service level metrics, measurement, and penalties

3. Schedule 3 - Charges and Payment: Detailed fee structure, rates, and payment terms

4. Schedule 4 - Implementation Plan: Project timeline, milestones, and deployment plan

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Schedule 6 - Governance and Reporting: Management structure, meeting schedule, and reporting requirements

7. Schedule 7 - Exit Management: Detailed transition out process and requirements

8. Appendix A - Approved Subcontractors: List of approved subcontractors if any

9. Appendix B - Technical Infrastructure: Details of technical infrastructure and requirements