This General Service Agreement is designed for use when establishing a formal service relationship between a service provider and a client under Irish law. It serves as a master agreement template suitable for various types of professional and business services, incorporating necessary provisions to comply with Irish legislation and EU regulations. The document should be used when engaging external service providers, consultants, or contractors for ongoing services, and includes comprehensive terms covering service delivery, payment, liability, intellectual property rights, data protection, and termination provisions. It is particularly relevant in the Irish business context and can be customized based on specific service requirements while maintaining compliance with local legal requirements.
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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Services: Detailed description of services to be provided and service levels
5. Duration and Term: Specifies the contract term, start date, and renewal provisions
6. Fees and Payment: Details the fee structure, payment terms, and invoicing procedures
7. Obligations of the Service Provider: Lists the key responsibilities and commitments of the service provider
8. Obligations of the Client: Specifies client responsibilities and requirements
9. Data Protection: GDPR compliance and data handling requirements
10. Intellectual Property Rights: Addresses ownership and usage rights of IP
11. Confidentiality: Defines confidential information and protection requirements
12. Liability and Indemnities: Sets out liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage
14. Termination: Details termination rights and procedures
15. Consequences of Termination: Outlines post-termination obligations and rights
16. Force Majeure: Addresses unforeseeable circumstances preventing performance
17. Notices: Specifies how formal notices must be given
18. General Provisions: Contains standard boilerplate clauses
19. Governing Law and Jurisdiction: Confirms Irish law governance and jurisdiction
1. Change Control: Include when services may need modification during the term
2. Service Credits: Include for SLA-based services with performance penalties
3. Staff and Key Personnel: Include when specific individuals are critical to service delivery
4. Non-Solicitation: Include to prevent poaching of staff
5. Business Continuity: Include for critical services requiring disaster recovery
6. Anti-Bribery and Corruption: Include for high-value or public sector contracts
7. Export Control: Include for international service provision
8. Source Code Escrow: Include for software development services
9. Environmental Compliance: Include for services with environmental impact
10. Social Media and Public Relations: Include when service provider may affect client's public image
1. Service Description and Service Levels: Detailed specification of services and performance standards
2. Charges and Payment Terms: Detailed fee structure, rates, and payment mechanisms
3. Key Personnel: Lists key staff members and their roles
4. Data Processing Agreement: GDPR-compliant data processing terms
5. Security Requirements: IT and physical security specifications
6. Change Control Procedure: Process for implementing changes to services
7. Exit Plan: Transition arrangements for contract end
8. Form of Reports: Templates for required service reports
9. Insurance Requirements: Detailed insurance specifications
10. Approved Sub-contractors: List of pre-approved sub-contractors if relevant
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