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1. Parties: Identification and details of contracting parties including registered addresses and company registration numbers
2. Background: Context and purpose of the agreement, including brief description of the vendor's business and services
3. Definitions: Key terms used throughout the agreement including defined terms for Services, Deliverables, and Intellectual Property
4. Services: Detailed description of services to be provided, including scope, standards and delivery requirements
5. Payment Terms: Fees, payment schedule, invoicing requirements, and GST provisions in accordance with Singapore law
6. Term and Termination: Duration of agreement, renewal terms, termination rights and consequences of termination
7. Confidentiality: Protection of confidential information, including duration of obligations and permitted disclosures
8. Liability and Indemnification: Risk allocation between parties, limitation of liability and indemnification obligations
9. Governing Law and Jurisdiction: Singapore law as governing law and submission to Singapore courts' jurisdiction
1. Data Protection: PDPA compliance provisions, including data processing obligations, cross-border transfers and security measures
2. Intellectual Property: IP ownership, licensing terms, and protection of pre-existing IP rights
3. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
4. Insurance: Insurance requirements including types of coverage and minimum coverage amounts
5. Compliance with Laws: Obligations to comply with specific Singapore regulations including employment and work permit requirements
1. Schedule 1 - Service Specifications: Detailed description of services, deliverables, and performance standards
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, charges, and payment milestones
3. Schedule 3 - Service Levels: Service level requirements, KPIs, and associated remedies
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations compliant with PDPA requirements
5. Schedule 5 - Key Personnel: List of key staff assigned to the services and their roles
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