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Enterprise Service Agreement Template for England and Wales

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Key Requirements PROMPT example:

Enterprise Service Agreement

"I need an Enterprise Service Agreement for a cloud-based software provider delivering AI services to our European offices, with specific attention to data protection and service availability requirements, planned to commence in March 2025."

Document background
An Enterprise Service Agreement is used when establishing long-term service relationships between providers and enterprise customers under English and Welsh law. This comprehensive agreement is particularly vital for complex service arrangements involving critical business operations, data processing, or technology services. It includes detailed provisions for service delivery, performance measurement, risk allocation, and compliance with UK regulations including GDPR, establishing a robust framework for managing the service relationship. The agreement typically serves organizations requiring enterprise-scale services with significant operational impact and commercial value.
Suggested Sections

1. Parties: Identifies the contracting parties and their registered addresses

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Service Levels: Performance standards and metrics

6. Charges and Payment: Pricing, payment terms, and invoicing procedures

7. Term and Termination: Duration of agreement and termination provisions

8. Intellectual Property Rights: Ownership and usage rights of IP

9. Confidentiality: Protection of confidential information

10. Liability and Indemnities: Risk allocation between parties

Optional Sections

1. Change Control: Procedures for managing changes to services - recommended for complex or long-term service arrangements

2. Business Continuity: Disaster recovery and service continuation provisions - recommended for critical business services

3. TUPE: Staff transfer provisions - required when service provision may involve transfer of employees

4. Export Control: Compliance with export regulations - necessary for international service provision

Suggested Schedules

1. Schedule 1 - Service Description: Detailed specification of services

2. Schedule 2 - Service Levels and Service Credits: Detailed performance metrics and related penalties

3. Schedule 3 - Charges: Detailed pricing structure and payment terms

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms

5. Schedule 5 - Change Control Procedure: Detailed process for managing changes

6. Schedule 6 - Exit Management: Procedures for service transition upon termination

7. Schedule 7 - Security Requirements: Detailed security standards and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, crucial for service agreements involving subcontractors or beneficiaries

Unfair Contract Terms Act 1977: Regulates clauses that exclude or limit liability, ensuring fairness in commercial contracts

Consumer Rights Act 2015: Protects consumer rights and applies to business-to-consumer aspects of service delivery

UK General Data Protection Regulation (UK GDPR): Regulates the processing and handling of personal data in the UK post-Brexit

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR

Privacy and Electronic Communications Regulations 2003: Governs electronic communications and digital privacy requirements

Employment Rights Act 1996: Defines fundamental employment rights relevant to service contracts involving staff transfers

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when business ownership or service provision changes hands

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in created works, designs, and inventions

Trade Marks Act 1994: Governs the protection and use of trademarks in commercial agreements

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic communications

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic commerce and online service provision

Competition Act 1998: Ensures fair competition and prevents anti-competitive practices in business agreements

Enterprise Act 2002: Provides framework for competition law and enterprise regulation

Financial Services and Markets Act 2000: Regulates financial services and markets, relevant if financial services are involved

Network and Information Systems Regulations 2018: Ensures security of network and information systems, particularly for critical infrastructure

Computer Misuse Act 1990: Deals with cybersecurity and computer-related offenses

Bribery Act 2010: Addresses corruption and bribery in business relationships and transactions

Modern Slavery Act 2015: Requires businesses to ensure their supply chains are free from slavery and human trafficking

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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