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Transfer Of Service Agreement
I need a Transfer of Service Agreement to transition our IT infrastructure management services from Acme Tech BV to a new provider Global Solutions NV, with the transfer to be completed by March 1, 2025, including provisions for transferring 25 IT staff members.
1. Parties: Identification of the current service provider (transferor), new service provider (transferee), and client
2. Background: Context of the existing service arrangement and reason for transfer
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Services', 'Transfer Date', 'Assets', 'Employees'
4. Transfer of Services: Core provisions detailing what services are being transferred and the mechanics of transfer
5. Transfer Date and Timeline: Specific date and timeline for the transfer, including any phasing arrangements
6. Transition Arrangements: Process for handover, including knowledge transfer, documentation, and training
7. Personnel Provisions: Treatment of employees, including TUPE implications and employee consultation requirements
8. Assets and Infrastructure: Transfer or use of relevant assets, equipment, software, and infrastructure
9. Data Transfer and Protection: Arrangements for transfer of data and ongoing data protection compliance
10. Intellectual Property Rights: Handling of IP rights, licenses, and permissions
11. Fees and Payments: Financial arrangements, including transfer costs and ongoing service fees
12. Warranties and Representations: Standard and specific warranties from all parties
13. Liability and Indemnities: Allocation of risks and responsibilities between parties
14. Confidentiality: Protection of confidential information during and after transfer
15. Force Majeure: Handling of events beyond parties' reasonable control
16. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Specific regulatory obligations if the services are in regulated sectors (e.g., financial services, healthcare)
2. Third Party Contracts: Handling of third-party contracts and subcontractors if relevant to the services
3. Insurance: Specific insurance requirements if needed for particular service types
4. Security Requirements: Specific security measures and protocols if dealing with sensitive operations
5. Business Continuity: Specific continuity arrangements if services are business-critical
6. Exit Management: Provisions for future transfer or termination of services
7. Performance Standards: Specific service levels and KPIs if continuing existing performance standards
8. Customer Communication: Process for communicating with end customers if service transfer affects them
1. Schedule 1 - Services Description: Detailed description of services being transferred
2. Schedule 2 - Transfer Plan: Detailed timeline and milestones for the transfer process
3. Schedule 3 - Transferring Employees: List and details of employees transferring under TUPE
4. Schedule 4 - Transferring Assets: Inventory of assets, equipment, and infrastructure being transferred
5. Schedule 5 - Data Processing Agreement: Detailed data protection and processing arrangements
6. Schedule 6 - Transition Services: Detailed description of transition support and knowledge transfer
7. Schedule 7 - Fees and Payments: Detailed breakdown of all financial arrangements
8. Schedule 8 - Third Party Contracts: List of relevant third-party contracts and transfer arrangements
9. Appendix A - Form of Notice to Employees: Template for employee communication
10. Appendix B - Technical Requirements: Technical specifications and requirements for service delivery
Authors
Information Technology
Business Process Outsourcing
Facilities Management
Healthcare Services
Financial Services
Telecommunications
Professional Services
Manufacturing
Logistics and Supply Chain
Real Estate Management
Energy and Utilities
Education Services
Legal
Operations
Procurement
Human Resources
Information Technology
Finance
Compliance
Risk Management
Project Management
Service Delivery
Commercial
Data Protection
Chief Operations Officer
Head of Procurement
Legal Counsel
Contract Manager
Operations Director
Service Delivery Manager
Human Resources Director
IT Director
Chief Information Officer
Project Manager
Transition Manager
Risk Manager
Compliance Officer
Data Protection Officer
Commercial Director
Chief Financial Officer
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