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1. Parties: Identification of the service provider and the client, including full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of why the parties are entering into this contract
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Scope of Services: Detailed description of the services to be provided, including deliverables and service standards
5. Term: Duration of the agreement, including start date and initial term
6. Fees and Payment: Payment terms, amounts, invoicing procedures, and payment schedules
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, including provision of necessary information and access
9. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision
10. Confidentiality: Obligations regarding confidential information protection and permitted uses
11. Liability and Indemnity: Limitations of liability and indemnification obligations of both parties
12. Termination: Circumstances under which the agreement can be terminated and the process for termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
1. Data Protection: Required when personal data processing is involved in service delivery
2. Non-Competition: Used when there's a need to restrict the service provider from competing activities
3. Force Majeure: Important for long-term service contracts or where service delivery could be impacted by external events
4. Insurance: Required when specific insurance coverage needs to be maintained by either party
5. Warranties: Used when specific guarantees about service quality or outcomes need to be provided
6. Change Control: Important for long-term or complex services where scope changes may be needed
7. Dispute Resolution: Optional detailed dispute resolution procedures beyond simple governing law provisions
8. Assignment and Subcontracting: Required when there's a need to control the ability to transfer rights or subcontract obligations
1. Schedule 1 - Service Specifications: Detailed technical specifications of the services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services, if applicable
5. Schedule 5 - Client Materials and Equipment: List of materials, equipment, or access to be provided by the client
6. Appendix A - Form of Change Order: Template for documenting agreed changes to services or terms
7. Appendix B - Acceptance Test Procedures: Procedures for accepting deliverables, if applicable
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