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1. Parties: Identification and details of the service provider and client
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided
5. Term and Commencement: Duration of the agreement and start date
6. Fees and Payment: Payment terms, rates, invoicing, and payment methods
7. Obligations of Service Provider: Key responsibilities and service standards
8. Obligations of Client: Client's responsibilities and commitments
9. Representations and Warranties: Standard warranties about capacity and ability to perform
10. Confidentiality: Protection of confidential information
11. Termination: Grounds and process for ending the agreement
12. Limitation of Liability: Caps on liability and exclusions
13. Force Majeure: Provisions for unforeseen circumstances
14. Notices: How formal communications should be made
15. Governing Law and Jurisdiction: Confirmation of Malaysian law and jurisdiction
16. General Provisions: Standard boilerplate clauses including assignment, variation, and severability
1. Intellectual Property Rights: Required when services involve creation of new IP or use of existing IP
2. Data Protection: Required when personal data processing is involved, ensuring PDPA compliance
3. Non-Competition: Optional restrictions on service provider's competitive activities
4. Insurance: Required for high-risk services or when professional indemnity is needed
5. Service Levels: Required when specific performance metrics need to be maintained
6. Audit Rights: Important for regulated industries or when compliance verification is needed
7. Staff and Subcontracting: Required when service provider may need to use subcontractors or specific staff
8. Exit Assistance: Important for complex services requiring transition upon termination
9. Foreign Law Compliance: Required when services have international elements
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics and measurement methods
4. Schedule 4 - Key Personnel: Details of key staff assigned to provide the services
5. Schedule 5 - Client Materials and Requirements: List of items/access client must provide
6. Schedule 6 - Change Control Procedure: Process for making changes to services or terms
7. Appendix A - Form of Report: Template for required service reports
8. Appendix B - Security Requirements: Security protocols and requirements
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