The Supplier Service Agreement is a fundamental commercial contract used when a company (the customer) requires ongoing services from an external provider. This agreement, governed by Dutch law and compliant with EU regulations, establishes the essential framework for service delivery, including detailed specifications, performance standards, and commercial terms. It is particularly crucial for businesses seeking to formalize their supplier relationships while ensuring compliance with Dutch legal requirements and industry standards. The agreement typically includes comprehensive provisions for service levels, pricing, liability caps, data protection (especially GDPR compliance), intellectual property rights, and termination procedures. It's designed to provide clarity and protection for both parties while maintaining flexibility for long-term business relationships.
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1. Parties: Identification and details of the contracting parties including registered addresses and company details
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Services: Detailed description of the services to be provided, including scope, standards and service levels
5. Supplier Obligations: Key responsibilities and commitments of the supplier in delivering the services
6. Customer Obligations: Key responsibilities and commitments of the customer in enabling service delivery
7. Charges and Payment: Pricing, payment terms, invoicing requirements and procedures
8. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created IP
9. Confidentiality: Protection and handling of confidential information
10. Data Protection: GDPR compliance and data processing obligations
11. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification provisions
12. Term and Termination: Duration of agreement, renewal provisions, and termination rights
13. Force Majeure: Handling of events beyond parties' reasonable control
14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Insurance: Specific insurance requirements - include when services involve significant risks or regulatory requirements
2. Security Requirements: IT and physical security obligations - include for technology or sensitive service provisions
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
4. Personnel and Key Staff: Requirements for supplier staff - include when specific expertise or security clearance is needed
5. Audit Rights: Customer's audit and inspection rights - include for regulated industries or critical services
6. Environmental Requirements: Environmental standards and compliance - include for services with environmental impact
7. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include for international services or high-value contracts
8. Change Control: Process for managing changes to services or agreement - include for complex or long-term services
1. Schedule 1 - Service Description: Detailed technical and operational specification of the services
2. Schedule 2 - Service Levels: Performance metrics, measurement methods, and service credits
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment milestones
4. Schedule 4 - Customer Dependencies: Detailed list of customer-provided items and responsibilities
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms and requirements
6. Schedule 6 - Change Control Procedure: Detailed process for requesting and implementing changes
7. Schedule 7 - Exit Plan: Transition and handover requirements at contract end
8. Appendix A - Key Personnel: List of key supplier staff and their roles
9. Appendix B - Approved Subcontractors: List of pre-approved subcontractors and their roles
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