The Service Delivery Agreement is essential for organizations engaging external service providers in England and Wales. This contract type is specifically designed to protect both parties' interests by clearly defining service scope, performance standards, and operational requirements. It's particularly crucial when establishing long-term service relationships or when services are critical to business operations. The agreement incorporates key provisions required under English law, including service level commitments, payment terms, and risk allocation. It's commonly used across various sectors and can be adapted to accommodate different service delivery models while maintaining compliance with UK regulatory requirements.
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1. Parties: Details of the contracting parties including full legal names, registered addresses, and company numbers
2. Background: Context of the agreement, including purpose and high-level objectives of the service arrangement
3. Definitions: Defined terms and interpretations used throughout the agreement
4. Services: Detailed description of services to be provided, including scope and deliverables
5. Service Levels: Performance standards, metrics, and measurement methodology
6. Charges and Payment: Pricing structure, payment terms, invoicing process, and late payment provisions
7. Term and Termination: Contract duration, renewal terms, termination rights and consequences
8. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
9. Confidentiality: Protection and handling of confidential information
10. Governing Law: Applicable law (England and Wales) and jurisdiction clauses
1. Change Control: Process for managing changes to services, applicable for complex or long-term arrangements
2. TUPE: Transfer of employees provisions when service delivery involves potential staff transfers
3. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
4. Data Protection: Specific obligations under UK GDPR and Data Protection Act 2018 when personal data is processed
5. Anti-Bribery and Corruption: Compliance obligations under the Bribery Act 2010 for high-risk or public sector contracts
1. Schedule 1 - Service Description: Detailed technical specification of services, methodologies, and delivery requirements
2. Schedule 2 - Service Levels: Detailed performance metrics, KPIs, measurement methods, and service credits
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, expenses policy, and payment milestones
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations, processing activities, and security measures
5. Schedule 5 - Change Control Procedure: Detailed process for requesting, assessing, and implementing changes to services
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