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1. Parties: Identification of the service provider and client, including full legal names, registration numbers, registered offices, and authorized representatives
2. Background: Context of the agreement, brief description of the parties' business activities, and purpose of the service arrangement
3. Definitions: Key terms used throughout the agreement, including Services, Deliverables, Intellectual Property Rights, and other relevant definitions
4. Scope of Services: Detailed description of services to be provided, including any specific requirements, standards, or qualifications
5. Duration and Termination: Term of the agreement, renewal provisions, and termination rights including notice periods as per Belgian law
6. Fees and Payment: Payment terms, invoicing requirements (including VAT considerations), payment methods, and late payment consequences
7. Service Provider's Obligations: Key responsibilities, performance standards, compliance with laws, and professional standards
8. Client's Obligations: Client's responsibilities, including provision of information, access, and cooperation
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP, including moral rights considerations under Belgian law
10. Confidentiality: Protection of confidential information, duration of obligations, and permitted disclosures
11. Liability and Indemnification: Limitation of liability provisions compliant with Belgian law, indemnification obligations, and insurance requirements
12. Force Majeure: Events constituting force majeure and consequences under Belgian law
13. General Provisions: Standard clauses including notices, assignment, severability, entire agreement, and amendments
14. Governing Law and Jurisdiction: Explicit reference to Belgian law and jurisdiction of Belgian courts
1. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance and outlining data handling responsibilities
2. Service Levels: Include when specific performance metrics and service levels need to be measured and maintained
3. Acceptance Testing: Necessary when deliverables require formal acceptance procedures
4. Change Control: Include for complex services where scope changes are likely to occur
5. Personnel: Required when specific personnel requirements, qualifications, or key personnel provisions are necessary
6. Non-Competition: Include when restricting service provider's ability to work with competitors (subject to Belgian law restrictions)
7. Compliance with Specific Regulations: Required for regulated industries or specific professional services
8. Business Continuity: Include for critical services requiring disaster recovery and business continuity plans
9. Exit Assistance: Necessary for complex services requiring transition assistance upon termination
1. Schedule 1 - Service Description: Detailed technical specifications and scope of services
2. Schedule 2 - Service Levels: Specific performance metrics, measurement methods, and remedies
3. Schedule 3 - Charges and Payment: Detailed fee structure, rates, expenses, and payment terms
4. Schedule 4 - Key Personnel: List of key personnel, their roles, and replacement procedures
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: IT, physical, and organizational security requirements
7. Appendix A - Change Request Form: Template for requesting and documenting changes to services
8. Appendix B - Service Report Template: Standard format for service delivery reporting
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