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Professional Services Agreement
"I need a Professional Services Agreement for engaging a cybersecurity consulting firm in Ireland to provide ongoing security auditing and threat monitoring services starting March 2025, with specific provisions for GDPR compliance and data breach reporting."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general purpose
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Scope of Services: Overview of services to be provided and general obligations
5. Term and Termination: Duration of agreement and termination provisions
6. Fees and Payment: Payment terms, rates, and invoicing procedures
7. Service Provider's Obligations: Key responsibilities and performance standards
8. Client's Obligations: Client responsibilities and cooperation requirements
9. Intellectual Property Rights: Ownership and usage rights of IP created or used
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Limitation of liability and indemnification provisions
13. Insurance: Required insurance coverage and maintenance
14. Force Majeure: Provisions for unforeseen circumstances and impacts
15. General Provisions: Standard boilerplate clauses including notices, assignment, etc.
16. Governing Law and Jurisdiction: Irish law governance and dispute resolution
1. Service Levels: Specific performance metrics and KPIs - include when service levels need to be quantified
2. Change Control: Process for managing changes to services - include for complex or long-term engagements
3. Personnel: Key personnel requirements and replacement provisions - include when specific individuals are crucial
4. Compliance with Anti-Bribery Laws: Additional compliance requirements - include for international services or public sector work
5. Exit Management: Transition arrangements - include for complex services or where business continuity is critical
6. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
7. Security Requirements: Specific security protocols - include when handling sensitive data or systems
8. Audit Rights: Client's audit provisions - include for regulated industries or complex services
9. Non-Solicitation: Restrictions on hiring personnel - include when protecting against staff poaching
10. Environmental Compliance: Environmental standards and requirements - include for services with environmental impact
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Charges and Payment: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key staff and their roles
5. Schedule 5 - Processing of Personal Data: GDPR-required details of data processing activities
6. Schedule 6 - Form of Change Order: Template for documenting agreed changes
7. Schedule 7 - Required Insurance: Specific insurance requirements and coverage levels
8. Schedule 8 - Exit Plan: Detailed transition arrangements for service termination
9. Appendix A - Project Timeline: Project milestones and delivery dates
10. Appendix B - Technical Requirements: Technical specifications and standards
Authors
Technology
Financial Services
Management Consulting
Legal Services
Accounting and Audit
Engineering
IT Services
Healthcare
Education and Training
Business Advisory
Marketing and Communications
Research and Development
Environmental Services
Human Resources
Legal
Procurement
Finance
Operations
Risk and Compliance
Commercial
Human Resources
Information Technology
Business Development
Project Management Office
Strategic Planning
Vendor Management
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Commercial Director
HR Director
IT Director
General Counsel
Chief Operating Officer
Finance Manager
Department Head
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