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1. Parties: Identifies and provides full legal details of both contracting parties, including registration numbers and addresses
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Scope of Agreement: Details the subject matter and extent of the business relationship or transaction
5. Term and Commencement: Specifies the duration of the agreement and when it becomes effective
6. Rights and Obligations: Lists the specific duties, responsibilities, and rights of each party
7. Financial Terms: Details pricing, payment terms, invoicing procedures, and any financial obligations
8. Representations and Warranties: States the assurances and guarantees made by each party
9. Confidentiality: Establishes obligations regarding confidential information sharing and protection
10. Termination: Specifies circumstances and procedures for ending the agreement
11. Dispute Resolution: Outlines the process for resolving disagreements, including jurisdiction and applicable law
12. General Provisions: Contains standard legal clauses including notices, amendments, and severability
13. Execution: Signature block and execution formalities
1. Intellectual Property Rights: Include when the agreement involves creation, licensing, or transfer of intellectual property
2. Data Protection: Required when parties will be sharing or processing personal data
3. Force Majeure: Important for long-term agreements or when performance might be affected by external events
4. Insurance: Include when specific insurance coverage is required for the business relationship
5. Compliance with Laws: Important when dealing with regulated industries or specific statutory requirements
6. Assignment and Subcontracting: Include when parties might need to transfer rights or delegate obligations
7. Non-Competition: Include when protecting business interests from competitive activities is necessary
8. Change Control: Important for agreements involving project delivery or evolving services
9. Performance Metrics: Include when specific performance standards need to be maintained
10. Security Requirements: Necessary when dealing with sensitive information or systems access
1. Schedule 1 - Services Description: Detailed description of services or products being provided
2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of costs, fees, and payment structures
3. Schedule 3 - Service Levels: Specific performance metrics and standards
4. Schedule 4 - Key Personnel: Details of key staff members involved in the agreement
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Form of Change Order: Template for documenting changes to the agreement
7. Appendix A - Required Documents: List of documents required for compliance or execution
8. Appendix B - Contact Details: Detailed contact information for key representatives
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