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Service Engagement Agreement
"I need a Service Engagement Agreement for my IT consulting company based in Ontario to provide cloud migration services to a major retail client, including specific provisions for data protection and service level agreements, with services starting March 1, 2025."
1. Parties: Identification of service provider and client with full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided
5. Term and Termination: Duration of agreement and termination rights
6. Fees and Payment: Service fees, payment terms, expenses, and invoicing procedures
7. Service Provider Obligations: Key responsibilities and performance standards of the service provider
8. Client Obligations: Client's responsibilities and requirements for service delivery
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection and Privacy: Compliance with Canadian privacy laws and data handling requirements
12. Limitation of Liability: Liability caps and exclusions
13. Indemnification: Mutual or one-way indemnities for specific risks
14. Insurance: Required insurance coverage and limits
15. Force Majeure: Events excusing performance
16. General Provisions: Standard boilerplate including governing law, notices, amendment process
1. Service Levels: Specific performance metrics and remedies - include for technical or operational services
2. Disaster Recovery: Business continuity requirements - include for critical services
3. Security Requirements: Specific security protocols - include for services involving sensitive data
4. Transition Services: Entry/exit transition requirements - include for complex service arrangements
5. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions - include for international services
6. Language Laws Compliance: Quebec language law compliance - include for services in Quebec
7. Background Checks: Personnel screening requirements - include for services involving sensitive operations
8. Non-Competition: Competitive restrictions - include where service provider may access sensitive business information
9. Change Control: Process for changing scope or terms - include for long-term or complex services
1. Schedule A - Services Description: Detailed description of services, deliverables, and specifications
2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and rate cards
3. Schedule C - Service Levels: Detailed performance metrics, measurement methods, and remedies
4. Schedule D - Key Personnel: List of key personnel and their roles
5. Schedule E - Client Policies: Applicable client policies and procedures
6. Schedule F - Data Protection Requirements: Detailed privacy and data security requirements
7. Appendix 1 - Change Request Form: Template for requesting and documenting changes
8. Appendix 2 - Service Report Template: Template for service performance reporting
Authors
Applicable Laws
Business Day
Change Request
Client
Client Materials
Confidential Information
Deliverables
Documentation
Effective Date
Fees
Force Majeure Event
Good Industry Practice
GST/HST
Intellectual Property Rights
Key Personnel
Personal Information
Project
Project Manager
Representatives
Services
Service Levels
Service Location
Service Provider
Service Provider Materials
Specifications
Statement of Work
Term
Third Party Materials
Work Product
Term and Termination
Payment Terms
Performance Standards
Service Levels
Key Personnel
Intellectual Property
Confidentiality
Data Protection
Privacy
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Non-Solicitation
Non-Competition
Compliance with Laws
Audit Rights
Change Control
Dispute Resolution
Assignment
Subcontracting
Notice
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Language (for Quebec)
Tax Compliance
Health and Safety
Business Continuity
Records Retention
Exit Assistance
Information Technology
Professional Services
Management Consulting
Engineering
Healthcare Services
Financial Services
Marketing and Advertising
Environmental Services
Education and Training
Legal Services
Facilities Management
Business Process Outsourcing
Legal
Procurement
Finance
Operations
Risk & Compliance
Commercial
Human Resources
Business Development
Project Management Office
Account Management
Service Delivery
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Project Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Commercial Manager
Account Executive
Service Delivery Manager
Human Resources Director
Chief Operating Officer
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