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Service Provider Agreement
"I need a Service Provider Agreement for an IT managed services provider who will handle our cloud infrastructure and customer data from January 2025, with specific provisions for GDPR compliance and data security requirements."
1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Appointment and Scope: Establishes the appointment of the service provider and general scope of services
5. Service Provider's Obligations: Details the core obligations, standards, and requirements for service delivery
6. Client's Obligations: Specifies the client's responsibilities and commitments
7. Charges and Payment: Details the fee structure, payment terms, and invoicing requirements
8. Intellectual Property Rights: Addresses ownership and usage rights of existing and created IP
9. Confidentiality: Sets out confidentiality obligations and permitted disclosures
10. Data Protection: Covers GDPR compliance and data processing obligations
11. Liability and Indemnity: Defines liability limits and indemnification obligations
12. Insurance: Specifies required insurance coverage and limits
13. Term and Termination: Sets out contract duration and termination provisions
14. Force Majeure: Addresses unforeseeable circumstances preventing performance
15. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Service Levels: Detailed service level requirements and KPIs - include for technical or measurable services
2. Change Control: Process for managing changes to services - include for complex or long-term agreements
3. Staff and Key Personnel: Requirements for service provider personnel - include when specific staff expertise is crucial
4. Audit Rights: Client's rights to audit service provider - include for regulated industries or critical services
5. Business Continuity: Disaster recovery and continuity requirements - include for critical business services
6. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include for international services or high-risk sectors
7. Environmental Compliance: Environmental standards and requirements - include for services with environmental impact
8. Security Requirements: Specific security protocols - include for services involving sensitive information or systems
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Charges: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level agreements and performance metrics
4. Schedule 4 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
5. Schedule 5 - Key Personnel: Details of key staff assigned to provide services
6. Schedule 6 - Client Materials and Equipment: List of items provided by client for service delivery
7. Appendix 1 - Change Control Form: Template for documenting and approving changes
8. Appendix 2 - Contact Details: Key contact information for both parties
Authors
Information Technology
Professional Services
Management Consulting
Financial Services
Healthcare
Engineering
Marketing and Advertising
Education and Training
Facilities Management
Business Process Outsourcing
Legal Services
Human Resources
Construction
Environmental Services
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Commercial
Vendor Management
Project Management
Business Development
Contract Administration
Service Delivery
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Compliance Officer
Risk Manager
Project Manager
Commercial Director
General Counsel
Head of Vendor Management
Chief Operating Officer
Service Delivery Manager
Account Manager
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