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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and commercial intent of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Appointment and Exclusivity: Establishes the exclusive nature of the appointment and its territorial/scope limitations
5. Services: Detailed description of the services to be provided
6. Term and Renewal: Specifies initial term, renewal options, and termination dates
7. Fees and Payment: Details service fees, payment terms, and invoicing requirements
8. Service Provider Obligations: Lists key obligations, performance standards, and compliance requirements
9. Client Obligations: Specifies client's responsibilities and commitments
10. Intellectual Property: Addresses ownership and usage rights of IP created or used in providing services
11. Confidentiality: Protects confidential information of both parties
12. Liability and Indemnities: Sets out liability limitations and indemnification obligations
13. Termination: Details termination rights, process, and consequences
14. General Provisions: Standard boilerplate clauses including notices, amendment process, governing law
1. Performance Metrics: Used when specific KPIs or service levels need to be measured and monitored
2. Transition Services: Include when complex handover or setup period is required
3. Insurance: Required when specific insurance coverage needs to be maintained
4. Data Protection: Include when personal data processing is involved
5. Non-Solicitation: Add when protection against poaching staff is needed
6. Force Majeure: Include when need to address unforeseeable circumstances
7. Change Control: Used for contracts where scope or specifications may need formal variation process
8. Dispute Resolution: Include when specific dispute resolution mechanisms are required beyond court proceedings
1. Schedule 1 - Service Specifications: Detailed description of services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards, KPIs, and measurement criteria
4. Schedule 4 - Key Personnel: Lists key staff members and their roles/responsibilities
5. Schedule 5 - Required Insurance: Details of required insurance coverage and limits
6. Schedule 6 - Form of Reports: Templates or requirements for regular reporting
7. Appendix A - Change Request Form: Template for requesting and documenting changes to services
8. Appendix B - Contact Details: Key contact information for both parties
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