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Service Framework Agreement
"I need a Service Framework Agreement under Swiss law for providing IT infrastructure and cloud services to multiple European clients, with strong data protection provisions and flexibility to add new services through service orders starting March 2025."
1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: General framework for services to be provided, including process for adding/removing services
5. Service Orders: Process for requesting, accepting and executing individual service orders under the framework
6. Service Provider's Obligations: Key obligations, service standards, and compliance requirements
7. Client's Obligations: Client's responsibilities and cooperation requirements
8. Fees and Payment Terms: Pricing structure, invoicing, and payment terms
9. Term and Termination: Duration, renewal, and termination provisions
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Data Protection: Compliance with Swiss data protection laws and data handling procedures
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. General Provisions: Standard clauses including notices, amendments, assignment, severability
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
1. Insurance: Required when services involve significant risks or regulatory requirements
2. Service Levels: Include when specific performance metrics and KPIs are needed
3. Business Continuity: Required for critical services or regulated industries
4. Compliance with Laws: Detailed section needed for regulated industries or specific compliance requirements
5. Anti-Corruption: Important for international services or public sector clients
6. Environmental, Social and Governance: Include when ESG commitments are important to parties
7. Subcontracting: Required when service provider may need to subcontract services
8. Change Control: Include for complex services requiring formal change management
9. Exit Assistance: Important for services requiring transition upon termination
1. Schedule 1 - Service Description: Detailed description of service categories covered by the framework
2. Schedule 2 - Pricing and Payment Terms: Detailed fee structure, rates, and payment mechanisms
3. Schedule 3 - Service Level Agreement: Performance metrics, reporting requirements, and remedies
4. Schedule 4 - Data Processing Agreement: Detailed data protection and processing terms compliant with Swiss law
5. Schedule 5 - Contact Details and Escalation: Key contacts and escalation procedures
6. Schedule 6 - Form of Service Order: Template for individual service orders under the framework
7. Schedule 7 - Security Requirements: IT and physical security requirements if applicable
8. Appendix A - Insurance Requirements: Required insurance coverage and limits
9. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Confidential Information
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Group Company
Initial Term
Intellectual Property Rights
Key Personnel
Personal Data
Personnel
Service Order
Service Provider
Services
Service Levels
Service Credits
Specifications
Subcontractor
Term
Third Party
Working Hours
Work Product
Change Request
Acceptance Criteria
Critical Service Failure
Emergency
Insolvency Event
Material Breach
Performance Standards
Quality Standards
Regulatory Requirements
Service Commencement Date
Service Location
Service Requirements
System
Technical Standards
Territory
Termination Date
Transition Period
Warranty Period
Background IP
Foreground IP
Documentation
Milestone
Response Time
Resolution Time
Security Requirements
Service Category
Service Fees
Support Services
Service Provision
Service Orders
Performance Standards
Payment Terms
Invoicing
Personnel
Subcontracting
Quality Assurance
Acceptance Testing
Change Control
Service Levels
Monitoring and Reporting
Client Obligations
Intellectual Property Rights
Data Protection
Confidentiality
Security
Compliance
Anti-Corruption
Record Keeping
Audit Rights
Warranties
Indemnification
Liability Limitation
Insurance
Force Majeure
Term
Termination
Exit Management
Business Continuity
Dispute Resolution
Assignment and Novation
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Relationship of Parties
Governing Law
Jurisdiction
Information Technology
Professional Services
Management Consulting
Facilities Management
Business Process Outsourcing
Healthcare Services
Financial Services
Manufacturing
Logistics and Supply Chain
Engineering Services
Telecommunications
Research and Development
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Business Development
Service Delivery
Account Management
Project Management
Legal Counsel
Procurement Manager
Commercial Director
Contract Manager
Chief Financial Officer
Chief Operating Officer
Head of Legal
Business Development Manager
Operations Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Account Manager
Project Manager
General Counsel
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