This Supply of Services Agreement template is designed for use under Belgian law when one party (the service provider) agrees to provide specific services to another party (the customer). The document is essential for businesses operating in Belgium or choosing Belgian law as their governing law, ensuring compliance with both Belgian national legislation and applicable EU regulations. It should be used whenever there is a formal arrangement for the provision of professional, technical, or operational services, whether for a fixed term or ongoing basis. The agreement includes comprehensive provisions covering service delivery, quality standards, payment terms, liability limitations, and data protection requirements, particularly addressing GDPR compliance. It is structured to protect both parties' interests while maintaining flexibility for various service types and business relationships.
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1. Parties: Identification and details of the contracting parties, including registered offices and company numbers
2. Background: Context of the agreement and general commercial intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Services: Detailed description of services to be provided, including scope and delivery requirements
5. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
6. Charges and Payment: Pricing, payment terms, invoicing requirements, and VAT provisions
7. Service Provider Obligations: Key obligations, standards of service, and compliance requirements
8. Customer Obligations: Customer's responsibilities and obligations to enable service delivery
9. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data processing obligations
12. Liability and Indemnities: Limitation of liability, indemnification provisions, and insurance requirements
13. Force Majeure: Provisions for unforeseen circumstances preventing service delivery
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
15. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
1. Service Levels: Include when specific performance metrics and service levels need to be measured and maintained
2. Change Control: Include for long-term or complex services where scope changes are likely
3. Staff and Subcontractors: Include when service provider will use key personnel or subcontractors
4. Transition and Exit: Include for critical services requiring handover planning
5. Compliance with Anti-Corruption Laws: Include for international services or high-value contracts
6. Business Continuity: Include for critical services requiring disaster recovery planning
7. Audit Rights: Include when customer needs rights to audit service delivery or compliance
8. Environmental Compliance: Include when services have environmental impact or sustainability requirements
1. Service Description: Detailed technical and operational specifications of the services
2. Charges: Detailed pricing structure, rates, and payment milestones
3. Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies
4. Data Processing Agreement: GDPR-compliant data processing terms and details
5. Security Requirements: Security protocols and standards to be followed
6. Customer Materials: List of materials, access, or resources to be provided by customer
7. Key Personnel: Details of key staff members assigned to service delivery
8. Form of Change Order: Template for documenting agreed changes to services
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