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1. Parties: Identification of service provider and customer, including registered addresses and company numbers
2. Background: Context of the agreement and high-level purpose of the managed services arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Services Scope and Delivery: Detailed description of services to be provided and delivery requirements
5. Service Levels and Performance: Specific service levels, KPIs, and performance measurement criteria
6. Customer Obligations: Requirements and responsibilities of the customer
7. Charges and Payment: Fee structure, payment terms, and invoicing procedures
8. Data Protection and Security: GDPR compliance requirements and data security obligations
9. Intellectual Property Rights: Ownership and licensing of IP used or created in service delivery
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnities: Limitation of liability and indemnification provisions
12. Force Majeure: Handling of events outside parties' reasonable control
13. Term and Termination: Contract duration, renewal, and termination rights
14. Exit and Migration: Procedures for service transition upon contract end
15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Personnel and Key Staff: Required when specific staff or roles are critical to service delivery
2. TUPE Provisions: Include when staff transfers are part of the service transition
3. Business Continuity: Required for critical services requiring disaster recovery planning
4. Change Control: Include for complex services likely to require formal change management
5. Regulatory Compliance: Required for regulated industries or services
6. Insurance Requirements: Include when specific insurance coverage is required
7. Parent Company Guarantee: Include when financial backing from parent company is required
8. Anti-Bribery and Modern Slavery: Include for international services or when required by corporate policies
1. Schedule 1 - Services Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and measurement methodologies
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security policies and requirements
7. Schedule 7 - Transition Plan: Service implementation and transition requirements
8. Schedule 8 - Exit Plan: Detailed procedures for contract termination and service transfer
9. Appendix A - Key Personnel: List of key staff and roles from both parties
10. Appendix B - Approved Subcontractors: List of approved third-party service providers
11. Appendix C - Form of Change Order: Template for documenting and approving changes
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