The Vendor Services Agreement is a crucial commercial contract used when engaging external service providers in Singapore. It provides a legally robust framework for defining service scope, delivery standards, payment terms, and risk allocation between parties. This agreement is particularly important in Singapore's business environment, where regulatory compliance (including PDPA and industry-specific requirements) is strictly enforced. The document typically includes detailed service specifications, performance metrics, data protection provisions, and dispute resolution mechanisms aligned with Singapore law.
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Key Requirements PROMPT example:
Vendor Services Agreement
"Need a Vendor Services Agreement for a Singapore-based IT services provider who will be managing our cloud infrastructure and handling customer data, with strict data protection and service level requirements, starting from March 2025."
1. Parties: Identification and details of contracting parties including registered addresses and company registration numbers
2. Background: Context and purpose of the agreement, including brief description of the vendor's business and services
3. Definitions: Key terms used throughout the agreement including defined terms for Services, Deliverables, and Intellectual Property
4. Services: Detailed description of services to be provided, including scope, standards and delivery requirements
5. Payment Terms: Fees, payment schedule, invoicing requirements, and GST provisions in accordance with Singapore law
6. Term and Termination: Duration of agreement, renewal terms, termination rights and consequences of termination
7. Confidentiality: Protection of confidential information, including duration of obligations and permitted disclosures
8. Liability and Indemnification: Risk allocation between parties, limitation of liability and indemnification obligations
9. Governing Law and Jurisdiction: Singapore law as governing law and submission to Singapore courts' jurisdiction
1. Data Protection: PDPA compliance provisions, including data processing obligations, cross-border transfers and security measures
2. Intellectual Property: IP ownership, licensing terms, and protection of pre-existing IP rights
3. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
4. Insurance: Insurance requirements including types of coverage and minimum coverage amounts
5. Compliance with Laws: Obligations to comply with specific Singapore regulations including employment and work permit requirements
1. Schedule 1 - Service Specifications: Detailed description of services, deliverables, and performance standards
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, charges, and payment milestones
3. Schedule 3 - Service Levels: Service level requirements, KPIs, and associated remedies
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations compliant with PDPA requirements
5. Schedule 5 - Key Personnel: List of key staff assigned to the services and their roles
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