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Exclusive Service Agreement
"I need an Exclusive Service Agreement for my IT consultancy company to provide software development services exclusively to a Dubai-based financial institution, with the agreement starting from March 1, 2025, including specific data protection provisions and local hosting requirements."
1. Parties: Identification of the service provider and recipient with full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided exclusively
5. Exclusivity Provisions: Terms of exclusive arrangement including territorial scope and duration
6. Term and Duration: Initial term and renewal provisions
7. Fees and Payment Terms: Service fees, payment schedule, and invoicing requirements
8. Service Provider's Obligations: Key responsibilities and performance standards
9. Client's Obligations: Support, access, and cooperation requirements
10. Intellectual Property Rights: Ownership and usage rights of IP created or used in services
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination and consequences
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Jurisdiction: UAE law governance and jurisdiction specifications
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Service Levels: Specific performance metrics and KPIs, used when service quality measurement is crucial
2. Compliance with Laws: Specific regulatory compliance requirements, needed for regulated industries
3. Insurance: Insurance requirements, important for high-risk services
4. Data Protection: Data handling and privacy provisions, needed when personal data is processed
5. Non-Competition: Additional competition restrictions, used when broader protection is needed
6. Personnel: Requirements for service provider's staff, important for on-site services
7. Transition Services: Provisions for handover at termination, needed for complex services
8. Audit Rights: Client's right to audit service provider, important for regulated services
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement methodology
4. Schedule 4 - Key Personnel: List of key staff assigned to provide services
5. Schedule 5 - Required Insurance: Details of insurance types and coverage levels
6. Schedule 6 - Technical Requirements: Technical specifications and standards
7. Schedule 7 - Form of Reports: Templates for required service reports
8. Appendix A - Escalation Matrix: Contact details and escalation procedures
Authors
Affiliate
Applicable Law
Business Day
Confidential Information
Commencement Date
Client
Client Materials
Deliverables
Documentation
Exclusive Territory
Fees
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Licensed Materials
Payment Terms
Performance Standards
Professional Services
Prohibited Services
Representatives
Service Level Agreement
Services
Service Provider
Service Provider Materials
Service Reports
Service Specifications
Term
Termination Date
Territory
UAE
Working Hours
Definitions
Appointment
Exclusivity
Term and Duration
Service Provision
Service Standards
Performance Monitoring
Fees and Payment
Invoicing
Service Provider Obligations
Client Obligations
Key Personnel
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Information Technology
Professional Services
Management Consulting
Facilities Management
Healthcare Services
Engineering Services
Marketing and Advertising
Telecommunications
Financial Services
Education and Training
Logistics and Supply Chain
Real Estate Services
Legal
Procurement
Commercial
Operations
Business Development
Compliance
Risk Management
Finance
Senior Management
Contract Administration
Chief Executive Officer
Chief Operating Officer
Commercial Director
Head of Legal
Legal Counsel
Procurement Manager
Contract Manager
Business Development Director
Operations Manager
Compliance Officer
Risk Manager
Service Delivery Manager
Account Executive
General Manager
Managing Director
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