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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including deliverables and performance standards
5. Term and Commencement: Duration of the agreement and effective date
6. Fees and Payment Terms: Service fees, payment schedule, invoicing requirements, and VAT considerations
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Handling of events beyond reasonable control
14. Termination: Grounds for termination and termination procedures
15. Consequences of Termination: Post-termination obligations and rights
16. Notices: Communication methods and contact details for formal notices
17. Governing Law and Jurisdiction: Belgian law application and jurisdiction for disputes
1. Service Levels: Specific performance metrics and service level agreements, used when quantifiable service standards are required
2. Insurance: Insurance requirements and coverage levels, important for high-risk services
3. Non-Competition: Restrictions on competitive activities, used when protecting market position is crucial
4. Non-Solicitation: Restrictions on soliciting employees or clients, used to protect business relationships
5. Compliance with Laws: Specific regulatory compliance requirements, important for regulated industries
6. Audit Rights: Right to audit service provider's performance and records, useful for complex or high-value services
7. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
8. Change Control: Procedures for changing service scope or terms, useful for long-term or complex services
9. Environmental Requirements: Environmental compliance and sustainability requirements, relevant for services with environmental impact
1. Schedule 1 - Service Description: Detailed specification of services including methodologies, processes, and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level agreements, KPIs, and measurement methods
4. Schedule 4 - Contact Details: Key personnel and escalation contacts for both parties
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
6. Appendix A - Technical Requirements: Technical specifications and requirements for service delivery
7. Appendix B - Form of Change Order: Template for documenting and approving changes to services
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
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