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Exclusive Service Provider Agreement
"I need an Exclusive Service Provider Agreement for my IT consulting company to be the sole provider of cybersecurity services to a national retail chain in Australia, including quarterly security audits and 24/7 incident response, starting March 2025."
1. Parties: Identification of the service provider and the client, including full legal names, ABNs, and registered addresses
2. Background: Context of the agreement, including the client's need for services and the provider's capabilities
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Establishes the exclusive appointment and clearly defines the scope of services to be provided
5. Term and Renewal: Duration of the agreement and any renewal provisions
6. Exclusivity Provisions: Detailed terms of the exclusive arrangement, including geographical scope and any exceptions
7. Service Provider Obligations: Detailed responsibilities and performance standards of the service provider
8. Client Obligations: Client's responsibilities, including provision of information and resources
9. Fees and Payment Terms: Pricing structure, payment schedule, and billing procedures
10. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision
11. Confidentiality: Protection of confidential information exchanged during the service relationship
12. Termination: Grounds for termination, notice periods, and consequences of termination
13. Liability and Indemnity: Limitation of liability and indemnification provisions
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Performance Metrics: Specific KPIs and service levels, used when quantitative performance measurement is required
2. Change Management: Procedures for modifying service scope or terms, important for long-term or complex service arrangements
3. Insurance: Specific insurance requirements, particularly relevant for high-risk services
4. Data Protection: Detailed data handling and privacy provisions, necessary when personal or sensitive data is involved
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or critical service arrangements
6. Dispute Resolution: Specific procedures for handling disputes, recommended for high-value or complex arrangements
7. Non-Solicitation: Restrictions on hiring each other's employees, relevant when there's significant staff interaction
8. Transition Assistance: Provisions for handover at contract end, important for complex or critical services
1. Schedule 1 - Services Description: Detailed description of services to be provided, including specific deliverables and standards
2. Schedule 2 - Fee Schedule: Detailed pricing, including rate cards, expenses, and any volume-based pricing
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and reporting requirements
4. Schedule 4 - Key Personnel: List of key staff members and their roles in service delivery
5. Appendix A - Technical Requirements: Technical specifications or requirements for service delivery
6. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
7. Appendix C - Service Territory: Geographical areas covered by the exclusive arrangement
8. Appendix D - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Information Technology
Professional Services
Healthcare
Manufacturing
Logistics and Supply Chain
Telecommunications
Facilities Management
Business Process Outsourcing
Marketing and Advertising
Financial Services
Construction
Engineering
Consulting
Education and Training
Legal
Procurement
Operations
Commercial
Risk and Compliance
Finance
Business Development
Contract Management
Project Management
Service Delivery
Chief Executive Officer
Chief Operating Officer
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Operations Manager
Business Development Manager
Service Delivery Manager
Relationship Manager
Risk Manager
Compliance Officer
Project Manager
Category Manager
General Manager
Chief Financial Officer
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