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1. Parties: Identification of the contracting parties with full legal names and registered addresses
2. Background: Context of the relationship and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement and its schedules
4. Scope and Structure: Overview of services/relationship scope and hierarchy of documents including statements of work
5. Term and Termination: Duration of agreement, renewal provisions, and termination rights
6. Governance Structure: Management framework, escalation procedures, and relationship oversight
7. Operational Framework: Basic operational terms applicable to all services/transactions
8. Financial Terms: General pricing principles, payment terms, and invoicing procedures
9. Intellectual Property Rights: IP ownership, licenses, and usage rights
10. Confidentiality: Protection and handling of confidential information
11. Data Protection and Security: Data handling, privacy obligations, and security requirements
12. Representations and Warranties: Basic assurances from each party
13. Liability and Indemnification: Risk allocation between parties including limitations of liability
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Dispute Resolution: Process for resolving disputes including arbitration provisions
16. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Regulatory Compliance: Include when specific regulatory obligations need to be addressed (e.g., financial services, healthcare)
2. Insurance Requirements: Include when specific insurance coverage needs to be maintained by either party
3. Business Continuity: Include when service continuity is critical to the relationship
4. Anti-Corruption Compliance: Include when dealing with government entities or in high-risk jurisdictions
5. Environmental, Social and Governance (ESG): Include when ESG commitments are important to the relationship
6. Import/Export Control: Include when cross-border activities are involved
7. Personnel and Subcontracting: Include when specific requirements for staff or subcontractors need to be addressed
8. Change Control: Include when formal process for changes to services/deliverables is needed
1. Schedule 1 - Service Levels: Standard service levels and performance metrics applicable across all services
2. Schedule 2 - Rate Card: Standard pricing and rate information for various service categories
3. Schedule 3 - Governance Procedures: Detailed procedures for relationship management and governance
4. Schedule 4 - Security Requirements: Detailed security protocols and requirements
5. Schedule 5 - Standard Operating Procedures: Common operational procedures applicable across services
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors and their scope
7. Schedule 7 - Form of Statement of Work: Template for future statements of work
8. Schedule 8 - Contact Details: Key contacts and escalation matrix
9. Appendix A - Technical Standards: Technical specifications and standards applicable across services
10. Appendix B - Compliance Requirements: Detailed regulatory and compliance obligations
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