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1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German legal terms where relevant
4. Scope of Services: General framework for services to be provided, referencing detailed service descriptions in schedules
5. Order Process: Procedures for requesting, accepting, and implementing specific services under the agreement
6. Service Provider's Obligations: Core obligations, service standards, and compliance requirements
7. Customer's Obligations: Customer's responsibilities, cooperation requirements, and provision of necessary information
8. Fees and Payment Terms: General payment terms, invoicing procedures, and payment mechanics
9. Term and Termination: Duration of agreement, renewal terms, and termination rights including German statutory requirements
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Security: GDPR compliance and data security measures
13. Liability and Limitation of Liability: Liability provisions compliant with German law restrictions on limitation of liability
14. Force Majeure: Events excusing performance, adapting German law principles
15. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses adapted to German law requirements
1. Service Levels: Include when specific performance metrics and remedies are required
2. Personnel Requirements: Include when services involve dedicated staff or on-site personnel
3. Compliance with Specific Regulations: Include for regulated industries or specific compliance requirements
4. Insurance: Include when specific insurance coverage is required for services
5. Audit Rights: Include when customer requires audit rights for regulatory or compliance purposes
6. Business Continuity: Include for critical services requiring disaster recovery plans
7. Exit Management: Include for complex services requiring detailed transition arrangements
8. Anti-Corruption and Ethics: Include for international services or when required by corporate policies
9. Subcontracting: Include when service provider may need to engage subcontractors
10. Non-Solicitation: Include to prevent hiring of each other's personnel
1. Schedule 1 - Service Descriptions: Detailed descriptions of specific services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed service levels, measurement methods, and remedies
3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structures, rates, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details
5. Schedule 5 - Contact Details and Escalation Procedure: Key contacts and communication protocols
6. Schedule 6 - Change Control Procedure: Process for implementing changes to services or terms
7. Appendix A - Form of Order: Template for ordering specific services under the agreement
8. Appendix B - Security Requirements: Detailed security protocols and requirements
9. Appendix C - Technical Requirements: Technical specifications and requirements
10. Appendix D - Approved Subcontractors: List of pre-approved subcontractors if applicable
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