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1. Parties: Identification of the service provider and client, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement and brief description of why the parties are entering into it
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Services: Detailed description of the services to be provided, including scope and delivery requirements
5. Duration: Term of the agreement, including start date and any renewal provisions
6. Fees and Payment: Service fees, payment terms, invoicing process, and any expenses arrangements
7. Obligations of the Service Provider: Key responsibilities and commitments of the service provider
8. Obligations of the Client: Key responsibilities and commitments of the client
9. Intellectual Property: Ownership and usage rights of any IP created or used during service provision
10. Confidentiality: Obligations regarding confidential information handling and protection
11. Liability and Indemnification: Limitation of liability and indemnification provisions in accordance with Swiss law
12. Termination: Conditions and process for ending the agreement, including notice periods
13. General Provisions: Standard legal clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution details
1. Data Protection: Required when personal data processing is involved, ensuring FADP compliance
2. Insurance: Include when specific insurance coverage requirements need to be maintained
3. Non-Competition: Add when restricting service provider from competing activities
4. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
5. Personnel: Required when specific individuals are key to service delivery
6. Compliance with Laws: Include when specific regulatory compliance needs to be emphasized
7. Assignment: Add when transfer of rights needs to be specifically addressed
8. Dispute Resolution: Include when specific dispute resolution procedures beyond court jurisdiction are desired
1. Schedule 1 - Service Description: Detailed specifications of services, including any service levels or KPIs
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment mechanisms
3. Schedule 3 - Key Personnel: List of key personnel involved in service delivery, if applicable
4. Appendix A - Technical Requirements: Technical specifications or requirements for service delivery
5. Appendix B - Contact Details: Contact information for key representatives and notices
6. Appendix C - Service Locations: Locations where services will be provided, if relevant
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