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1. Parties: Identifies and provides full legal details of the contracting parties including registration numbers, addresses, and authorized representatives
2. Background: Sets out the context of the agreement and basic intentions of the parties
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Scope of Services: Detailed description of the services to be provided by the vendor
5. Term and Renewal: Duration of the agreement and any renewal provisions
6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods
7. Vendor Obligations: Key responsibilities and commitments of the vendor in delivering the services
8. Client Obligations: Responsibilities of the client, including provision of necessary information and access
9. Service Levels: Performance standards, metrics, and measurement methods
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
11. Confidentiality: Protection and handling of confidential information
12. Liability and Indemnification: Allocation of risks and responsibilities for losses
13. Termination: Grounds for termination and consequences
14. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Data Protection: Required when services involve processing personal or sensitive data
2. Compliance with Laws: Detailed section needed for heavily regulated industries or when specific regulatory compliance is critical
3. Insurance: Include when services involve significant risks requiring specific insurance coverage
4. Security Requirements: Necessary when vendor requires access to client systems or handles sensitive information
5. Business Continuity: Important for critical services or when vendor is a key supplier
6. Audit Rights: Include when regular monitoring of vendor performance or compliance is required
7. Change Control: Needed for complex services or long-term agreements where scope changes are likely
8. Personnel Requirements: Include when specific qualifications or security clearances are required for vendor staff
9. Force Majeure: Detailed provisions needed when service interruption risks are significant
10. Anti-Corruption Compliance: Required for high-value contracts or when dealing with government entities
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Charges and Payment Terms: Detailed fee structure, rates, and payment calculations
4. Schedule 4 - Client Dependencies: Detailed list of items, information, or access to be provided by the client
5. Schedule 5 - Contact Details: Key personnel and escalation contacts for both parties
6. Appendix A - Data Processing Requirements: Specific requirements for handling personal or sensitive data
7. Appendix B - Security Requirements: Detailed security protocols and requirements
8. Appendix C - Form of Change Order: Template for documenting and approving changes to services
9. Appendix D - Transition Plan: Details of service implementation or transition arrangements
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