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1. Parties: Identifies the contracting parties, including full legal names and addresses
2. Background: Describes the context and purpose of the agreement, including the general nature of services to be provided
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Services: Outlines the general scope and nature of services to be provided under the agreement
5. Term and Termination: Specifies the duration of the agreement and conditions for termination
6. Payment Terms: Details the fee structure, payment schedule, and invoicing procedures
7. Service Levels: Establishes performance standards and metrics for service delivery
8. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
9. Confidentiality: Defines confidential information and obligations regarding its protection
10. Data Protection and Security: Specifies requirements for handling and protecting data
11. Warranties and Representations: States the guarantees and assertions made by each party
12. Limitation of Liability: Sets boundaries on parties' liability and includes any exclusions
13. Indemnification: Outlines mutual protection obligations and risk allocation
14. Insurance: Specifies required insurance coverage and minimums
15. Force Majeure: Addresses circumstances beyond parties' control affecting performance
16. Governing Law and Jurisdiction: Specifies applicable law and dispute reşěĐÓÖ±˛Ą venue
17. General Provisions: Includes standard boilerplate clauses like notices, assignment, and amendments
1. Compliance with Laws: Detailed section on regulatory compliance, particularly important in heavily regulated industries
2. Disaster Recovery: Required when services are critical to business operations
3. Personnel Requirements: Important when service provider's staff will work closely with client
4. Change Management: Necessary for complex service relationships requiring formal change processes
5. Audit Rights: Important when compliance verification or performance monitoring is crucial
6. Transition Services: Required when complex service transition or exit planning is needed
7. Business Continuity: Important for critical services requiring continuous operation
8. Environmental and Social Responsibility: Required when corporate responsibility is a key concern
9. Export Control: Necessary when services involve international data or technology transfer
10. Source Code Escrow: Required when software or proprietary technology is central to services
1. Schedule A - Services Description: Detailed description of specific services to be provided
2. Schedule B - Service Levels and KPIs: Detailed performance metrics and measurement methodologies
3. Schedule C - Pricing and Payment Schedule: Detailed fee structure, rates, and payment terms
4. Schedule D - Data Processing Agreement: Specific terms for handling personal or sensitive data
5. Schedule E - Security Requirements: Detailed security protocols and requirements
6. Schedule F - Approved Subcontractors: List of approved third-party service providers
7. Schedule G - Implementation Plan: Timeline and milestones for service implementation
8. Schedule H - Technical Requirements: Specific technical specifications and standards
9. Appendix 1 - Contact Information: Key contacts and escalation procedures
10. Appendix 2 - Form of Statement of Work: Template for future specific service engagements
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