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Terms Of Business Agreement
"I need a Terms of Business Agreement for my IT consulting firm based in Sydney, covering software development and cloud services, with specific provisions for data protection and intellectual property rights, planned to be implemented by March 2025."
1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, ABN/ACN, and registered addresses
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Services: Detailed description of the services or products to be provided under the agreement
5. Fees and Payment Terms: Specifies pricing, payment terms, invoicing procedures, and late payment consequences
6. Obligations of Service Provider: Details the responsibilities and commitments of the business providing the services
7. Client Obligations: Outlines the responsibilities and commitments required from the client
8. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
9. Confidentiality: Provisions protecting confidential information exchanged during the business relationship
10. Intellectual Property: Addresses ownership and usage rights of intellectual property
11. Liability and Indemnity: Sets out limitations of liability and indemnification obligations
12. Insurance: Specifies required insurance coverage and minimum levels
13. Dispute Resolution: Outlines the process for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Data Protection and Privacy: Detailed privacy provisions when personal data processing is involved
2. Service Levels: Specific performance metrics and service levels when applicable to the services
3. Change Management: Procedures for handling changes to services or terms when flexibility is needed
4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in critical service agreements
5. Compliance with Laws: Specific regulatory compliance requirements for regulated industries
6. Subcontracting: Terms governing the use of subcontractors when relevant to the business model
7. Export Control: For businesses dealing with international trade or restricted goods/services
8. Business Continuity: For critical services requiring disaster recovery and business continuity planning
1. Schedule 1 - Fee Schedule: Detailed breakdown of fees, rates, and pricing structures
2. Schedule 2 - Service Specifications: Detailed technical or operational specifications of services
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and related penalties/rewards
4. Schedule 4 - Data Processing Terms: Detailed data handling and privacy requirements if applicable
5. Schedule 5 - Change Request Form: Template for requesting and documenting changes to services
6. Appendix A - Contact Details: Key contacts and escalation procedures for both parties
7. Appendix B - Required Insurance Coverage: Specific insurance requirements and minimum coverage levels
Authors
Applicable Laws
Business Day
Business Hours
Charges
Client
Client Materials
Commencement Date
Confidential Information
Contract Year
Deliverables
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Loss
Material Breach
Notice
Personal Information
Personnel
Privacy Laws
Representatives
Services
Service Provider
Service Levels
Special Conditions
Specifications
Term
Territory
Third Party Materials
Working Hours
Related Bodies Corporate
Insolvency Event
Background IP
Project IP
Contract Material
Payment Terms
Dispute
Liability Cap
Authorised Representative
Change Request
Renewal Term
Services
Term and Duration
Fees and Payment
GST
Service Provider Obligations
Client Obligations
Service Levels
Change Control
Intellectual Property
Confidentiality
Data Protection and Privacy
Personnel
Warranties
Indemnification
Liability Limitations
Force Majeure
Insurance
Termination
Exit Assistance
Non-Solicitation
Assignment and Subcontracting
Dispute Resolution
Notices
Governing Law
Entire Agreement
Variation
Severability
Waiver
Relationship of Parties
Survival
Compliance with Laws
Record Keeping
Audit Rights
Business Continuity
Anti-Bribery and Corruption
Modern Slavery
Environmental Compliance
Competition Law Compliance
Professional Services
Information Technology
Consulting
Financial Services
Legal Services
Marketing and Advertising
Manufacturing
Wholesale Trade
Business Services
Healthcare
Engineering
Construction
Telecommunications
Education and Training
Real Estate
Legal
Commercial
Operations
Sales
Business Development
Procurement
Finance
Risk and Compliance
Client Services
Account Management
Legal Counsel
Commercial Manager
Business Development Manager
Contract Manager
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Operations Manager
Sales Director
Procurement Manager
Risk Manager
Compliance Officer
General Manager
Managing Director
Company Secretary
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