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1. Parties: Identification and details of the service provider and client, including registered offices and company 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 the professional services to be provided
5. Term and Termination: Duration of the agreement and conditions for termination
6. Fees and Payment Terms: Service fees, payment schedule, invoicing procedures, and late payment consequences
7. Obligations of the Service Provider: Key responsibilities and commitments of the service provider
8. Obligations of the Client: Key responsibilities and commitments of the client
9. Intellectual Property Rights: Ownership and usage rights of any IP created during service provision
10. Confidentiality: Protection of confidential information exchanged during the service relationship
11. Data Protection: GDPR compliance and data processing obligations
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution procedures
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels are required
2. Personnel: Requirements for specific personnel or key individuals, used when specific expertise is crucial
3. Insurance: Specific insurance requirements, used for high-risk or regulated services
4. Non-Competition: Restrictions on competitive activities, used when service provider has access to sensitive market information
5. Non-Solicitation: Restrictions on hiring parties' personnel, used when there's significant interaction with staff
6. Audit Rights: Client's right to audit service provider, used for regulated industries or critical services
7. Security Requirements: Specific security protocols, used when handling sensitive information or systems
8. Business Continuity: Disaster recovery and business continuity requirements, used for critical services
9. Compliance with Specific Regulations: Additional regulatory requirements, used for regulated industries
10. Subcontracting: Terms for engaging subcontractors, used when subcontracting is contemplated
1. Schedule 1 - Service Description: Detailed technical specifications and scope of the services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level agreements and performance metrics
4. Schedule 4 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
5. Schedule 5 - Key Personnel: Details of key team members and their roles
6. Appendix A - Change Order Template: Standard form for requesting and approving changes to services
7. Appendix B - Acceptance Testing Procedures: Procedures for accepting deliverables
8. Appendix C - Security Requirements: Detailed security protocols and requirements
9. Appendix D - Required Insurance Coverage: Specific insurance types and coverage amounts
10. Appendix E - Compliance Checklist: List of regulatory requirements and compliance measures
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