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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the vendor
5. Term and Termination: Duration of the agreement and conditions for termination
6. Payment Terms: Pricing, payment schedule, invoicing, and payment methods
7. Service Levels: Performance standards, metrics, and measurement criteria
8. Vendor Obligations: Key responsibilities and commitments of the vendor
9. Client Obligations: Key responsibilities and commitments of the client
10. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
11. Confidentiality: Protection and handling of confidential information
12. Indemnification: Parties' obligations to protect each other against specific losses
13. Limitation of Liability: Caps and exclusions on liability
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Dispute Resolution: Process for resolving disagreements between parties
16. Governing Law: Applicable law and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Data Protection: Required when personal data processing is involved in service delivery
2. Compliance with Laws: Detailed section needed when operating in heavily regulated industries
3. Insurance: Required for high-risk services or when significant liability exposure exists
4. Security Requirements: Necessary when vendor requires access to client systems or handles sensitive information
5. Business Continuity: Important for critical services or long-term engagements
6. Transition Services: Required when complex service handover is anticipated at contract end
7. Audit Rights: Important when compliance verification or performance monitoring is crucial
8. Subcontracting: Needed when vendor may need to engage subcontractors
9. Change Control: Required for long-term or complex services where scope changes are likely
10. Personnel Requirements: Important when specific qualifications or security clearances are required
1. Schedule 1 - Service Description: Detailed technical specifications of services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed metrics, measurement methods, and penalties/rewards
3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones
4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Contact Details: Key personnel and escalation matrix
8. Appendix A - Required Reports: Templates and specifications for required service reports
9. Appendix B - Policy Requirements: Relevant client policies vendor must comply with
10. Appendix C - Equipment and Resources: List of equipment or resources to be provided by either party
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