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Sub Vendor Agreement
"I need a Sub Vendor Agreement for an IT services provider who will be developing and maintaining our cloud infrastructure in Dubai, with work starting March 2025; the agreement needs to include strong data protection clauses and clear service level requirements."
1. Parties: Identification of the main contractor and sub-vendor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship to the main contract, and general purpose of the sub-vendor arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement, including specific UAE legal and commercial terms
4. Scope of Services: Detailed description of services/works to be provided by the sub-vendor, including deliverables and performance standards
5. Term and Timeline: Duration of the agreement, key milestones, and delivery schedules
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and VAT considerations under UAE law
7. Performance Standards: Quality requirements, KPIs, and acceptance criteria for deliverables
8. Obligations of the Parties: Specific responsibilities of both main contractor and sub-vendor
9. Compliance Requirements: Obligations to comply with UAE laws, regulations, and industry standards
10. Warranties and Representations: Standard and specific warranties regarding capacity, authority, and service delivery
11. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification provisions
12. Insurance: Required insurance coverage under UAE law and industry standards
13. Confidentiality: Protection of confidential information and trade secrets
14. Intellectual Property: Ownership and usage rights of IP created during the project
15. Termination: Grounds for termination, notice requirements, and consequences
16. Dispute Resolution: Process for resolving disputes, including UAE jurisdiction and governing law provisions
17. General Provisions: Standard boilerplate clauses adapted for UAE law
1. Local Sponsorship: Required when the sub-vendor needs local sponsorship or agency arrangements under UAE law
2. Security Requirements: Include when the services involve sensitive information or government contracts
3. Equipment and Materials: Required when the sub-vendor will be providing or using specific equipment or materials
4. Personnel Requirements: Include when specific qualifications or security clearances are required for sub-vendor staff
5. Environmental Compliance: Required for projects with environmental impact considerations
6. Health and Safety: Include for services involving on-site work or physical presence
7. Data Protection: Required when personal or sensitive data processing is involved
8. Force Majeure: Optional but recommended given regional considerations
9. Change Control: Include for long-term or complex service arrangements
10. Step-in Rights: Include for critical services or high-value contracts
1. Schedule 1 - Scope of Services: Detailed technical specifications and service requirements
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, payment milestones, and invoicing requirements
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement criteria
4. Schedule 4 - Required Personnel: Key personnel requirements, qualifications, and roles
5. Schedule 5 - Timeline and Deliverables: Project schedule, milestones, and delivery requirements
6. Schedule 6 - Technical Requirements: Specific technical standards and requirements
7. Schedule 7 - Compliance Requirements: Specific regulatory and compliance obligations
8. Appendix A - Form of Performance Bond: Standard form for performance security if required
9. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage
10. Appendix C - Change Request Form: Standard form for requesting and documenting changes
Authors
Applicable Laws
Background IP
Business Day
Charges
Confidential Information
Customer Materials
Defect
Deliverables
Delivery Location
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Main Contract
Material Breach
Milestone
Notice
Payment Terms
Performance Bond
Project
Project Manager
Purchase Order
Quality Standards
Representatives
Schedule
Scope of Services
Service Credits
Service Levels
Site
Specifications
Sub-Vendor Materials
Term
Territory
UAE
VAT
Work Product
Working Hours
Principal Contract
Main Contractor
Sub-Vendor
Acceptance Criteria
Change Order
Completion Date
Compliance Requirements
Governing Law
Insurance Requirements
Local Partner
Performance Standards
Project Timeline
Required Consents
Warranty Period
Appointment
Term
Services
Performance Standards
Payment
Invoicing
Tax
Personnel
Supervision
Quality Control
Compliance
Warranties
Representations
Insurance
Indemnification
Liability
Confidentiality
Data Protection
Intellectual Property
Force Majeure
Termination
Exit Management
Assignment
Subcontracting
Notice
Amendments
Dispute Resolution
Governing Law
Health and Safety
Environmental Compliance
Records and Audit
Change Control
Local Content
Anti-Corruption
Security
Business Continuity
Step-in Rights
Reporting
Non-Solicitation
Entire Agreement
Construction
Information Technology
Oil & Gas
Healthcare
Professional Services
Manufacturing
Telecommunications
Defense & Security
Infrastructure
Transport & Logistics
Facilities Management
Education
Real Estate Development
Engineering Services
Legal
Procurement
Commercial
Operations
Finance
Risk & Compliance
Supply Chain
Project Management Office
Technical Operations
Business Development
Vendor Management
Procurement Manager
Legal Counsel
Contract Manager
Project Manager
Commercial Director
Operations Manager
Supply Chain Manager
Vendor Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Business Development Manager
Technical Director
General Manager
Chief Operations Officer
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