1. Parties: Identification of the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement, including brief description of the parties' businesses and purpose of the outsourcing arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Term and Renewal: Duration of the agreement, including commencement date, initial term, and renewal provisions
5. Services: High-level description of services to be provided, with reference to detailed service descriptions in schedules
6. Service Levels and Performance: Performance standards, KPIs, measurement methods, and consequences of failure to meet service levels
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and price review mechanisms
8. Governance and Contract Management: Management structure, reporting requirements, meeting schedules, and escalation procedures
9. Customer Obligations: Customer's responsibilities, including provision of information, access, and resources
10. Personnel and Key Staff: Requirements for service provider's staff, key personnel provisions, and staff management
11. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
12. Confidentiality: Protection and handling of confidential information
13. Data Protection and Privacy: Compliance with privacy laws and data security requirements
14. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
15. Force Majeure: Events beyond parties' control and their consequences
16. Termination: Termination rights, grounds for termination, and consequences
17. Exit Management: Processes and obligations for service transition upon termination
18. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
