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Supplier Service Agreement Template for United States

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Key Requirements PROMPT example:

Supplier Service Agreement

"I need a Supplier Service Agreement for a software development company providing IT services to our healthcare organization, with specific emphasis on data protection and HIPAA compliance, to be effective from March 1, 2025."

Document background
The Supplier Service Agreement serves as the primary contractual framework for business relationships involving the provision of services in the United States. This document is essential when organizations need to formalize their service arrangements, establish clear performance metrics, and protect their interests through legally binding terms. The agreement typically covers critical aspects such as service scope, pricing, quality standards, intellectual property rights, and liability limitations. It should be tailored to comply with relevant federal and state regulations while addressing industry-specific requirements.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement with full legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by the supplier

5. Payment Terms: Pricing, payment schedule, invoicing requirements

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

7. Performance Standards: Service levels, quality requirements, and KPIs

8. Warranties: Supplier's warranties regarding services and performance

9. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Compliance with Laws: Specific regulatory requirements - include when operating in heavily regulated industries

2. Data Protection: Data handling and privacy requirements - include when personal data is processed

3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

4. Insurance: Insurance requirements and minimum coverage - include for high-risk services

5. Audit Rights: Right to audit supplier's operations - include for regulated industries or critical suppliers

Suggested Schedules

1. Service Level Agreement (SLA): Detailed performance metrics and service levels

2. Pricing Schedule: Detailed pricing structure, rates, and payment terms

3. Statement of Work: Detailed description of specific services or projects

4. Data Processing Agreement: Specific terms for handling personal data

5. Business Continuity Plan: Detailed procedures for maintaining service continuity

6. Key Personnel: List of key staff and their roles

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

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Industries

Uniform Commercial Code (UCC): Primary law governing sales of goods and commercial transactions, particularly Article 2 which regulates sale of goods between merchants

Federal Acquisition Regulation (FAR): Comprehensive set of rules governing government procurement contracts and procedures

Contract Common Law: Fundamental principles of contract law including offer, acceptance, consideration, and enforcement

Antitrust Laws: Sherman Act and Clayton Act governing competition, pricing, and anti-competitive behavior in supplier relationships

Foreign Corrupt Practices Act (FCPA): Regulations concerning anti-bribery and accounting transparency when dealing with international suppliers

Fair Labor Standards Act (FLSA): Federal law establishing standards for wages, overtime pay, and working conditions

Occupational Safety and Health Act (OSHA): Regulations ensuring workplace safety and health standards

Independent Contractor Regulations: Laws governing classification and treatment of independent contractors versus employees

Privacy Laws: State-specific privacy laws (such as CCPA) and industry-specific regulations (HIPAA, GLBA) governing data protection

Intellectual Property Laws: Combined framework of Patent Act, Copyright Act, Trade Secrets Protection, and Trademark Laws protecting intellectual property rights

State Contract Laws: State-specific regulations governing contract formation, enforcement, and interpretation

State Licensing Requirements: State-specific requirements for business licenses and permits

Consumer Protection Laws: State and federal laws protecting consumer rights and regulating business practices

Warranty Laws: State and federal laws governing express and implied warranties in goods and services

Industry-Specific Regulations: Specialized regulations for specific industries (FDA, Environmental, Quality Standards)

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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