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1. Parties: Identification and details of the service provider and client, including full legal names, registration numbers, and registered addresses
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 Duration: Period of the agreement, including start date and duration
6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods
7. Obligations of Service Provider: Specific duties, responsibilities, and commitments of the service provider
8. Obligations of Client: Client's responsibilities, including provision of information and cooperation
9. Intellectual Property Rights: Ownership and usage rights of intellectual property created or used during service provision
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Limitations of liability and indemnification obligations
13. Force Majeure: Circumstances excusing performance and related procedures
14. Termination: Grounds for termination, notice requirements, and consequences
15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
16. Notices: Process and addresses for formal communications between parties
17. Signature: Execution blocks and signing requirements
1. Service Levels: Detailed performance metrics and service level agreements, used when specific performance standards need to be measured
2. Compliance with Laws: Specific regulatory compliance requirements, needed for regulated industries
3. Insurance: Insurance requirements and coverage levels, important for high-risk services
4. Personnel: Requirements for staff qualifications and vetting, relevant when specific expertise is required
5. Audit Rights: Client's rights to audit service provider's performance, important for regulated services or critical business functions
6. Business Continuity: Disaster recovery and business continuity requirements, crucial for essential services
7. Non-Competition: Restrictions on competitive activities, relevant when sharing sensitive business information
8. Assignment and Subcontracting: Rules for transferring rights or using subcontractors, important for complex service arrangements
9. Warranties: Specific warranties beyond standard obligations, used for technical or specialized services
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Service Levels: Detailed performance metrics, measurement methods, and remedies
3. Schedule 3 - Fees and Payment Schedule: Detailed fee structure, rates, and payment milestones
4. Schedule 4 - Key Personnel: List of key staff members and their roles
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
6. Schedule 6 - Security Requirements: IT and physical security requirements and protocols
7. Appendix A - Contact Details: List of key contacts and escalation procedures
8. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage levels
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