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Transfer Of Service Agreement
"I need a Transfer of Service Agreement under Swiss law for transferring our IT support services from our current in-house team to an external provider, with a planned transition date of March 1, 2025, including provisions for transferring 15 employees and handling sensitive customer data."
1. Parties: Identification of the transferor and transferee, including full legal names, registration details, and addresses
2. Background: Context of the service transfer, including current service arrangement and reason for transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Transfer: Detailed description of services being transferred and any excluded services
5. Effective Date and Term: Specification of when the transfer takes effect and duration of any transition period
6. Transfer Process: Step-by-step process for implementing the service transfer
7. Employee Matters: Provisions regarding the transfer of employees, including consultation process and employment terms
8. Assets and Resources: Details of any assets, equipment, or resources being transferred
9. Data Protection and Confidentiality: Provisions for handling personal data and confidential information during and after transfer
10. Liabilities and Indemnities: Allocation of risks and responsibilities between parties
11. Warranties and Representations: Standard warranties about capacity to contract and service-specific warranties
12. Costs and Payments: Financial terms including transfer costs, ongoing payments, and payment terms
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Intellectual Property Rights: Required when IP assets are involved in the transfer, including licenses and permissions
2. Third Party Contracts: Include when existing contracts with third parties need to be transferred or terminated
3. Transition Services: Detailed when the transferor will provide temporary support services post-transfer
4. Performance Standards: Include when specific service levels need to be maintained during and after transfer
5. Business Continuity: Required when critical services need specific continuity provisions
6. Competition Compliance: Include when transfer might raise competition law concerns
7. Insurance: Required when specific insurance arrangements need to be maintained or transferred
8. Exit Management: Include when specific provisions for future termination or exit are needed
1. Schedule 1 - Transferred Services: Detailed description of all services being transferred
2. Schedule 2 - Transferred Assets: Inventory of all physical and digital assets included in the transfer
3. Schedule 3 - Transferred Employees: List of transferring employees and their key employment terms
4. Schedule 4 - Transition Plan: Detailed timeline and milestones for the transfer process
5. Schedule 5 - Data Processing Requirements: Specific requirements for handling personal data during and after transfer
6. Schedule 6 - Existing Third Party Contracts: List of contracts to be transferred or terminated
7. Schedule 7 - Service Levels: Performance metrics and standards for service delivery
8. Appendix A - Form of Employee Communication: Template for communications to affected employees
9. Appendix B - Transfer Completion Certificate: Form to be signed upon successful completion of transfer
Authors
Applicable Law
Assets
Business Day
Completion Date
Confidential Information
Cut-Off Date
Data Protection Laws
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Services
Force Majeure Event
Implementation Plan
Intellectual Property Rights
Liabilities
Material Adverse Effect
Notice
Parties
Personal Data
Representatives
Service Level Agreement
Services
Swiss Code of Obligations
Swiss FADP
Service Recipients
Shared Services
Surviving Provisions
Term
Third Party Contracts
Transfer Period
Transferee
Transferor
Transferred Assets
Transferred Employees
Transferred Services
Transition Period
Transition Plan
Transition Services
Working Hours
Interpretation
Service Transfer
Scope of Transfer
Transfer Process
Employee Transfer
Asset Transfer
Data Protection
Confidentiality
Intellectual Property
Third Party Rights
Warranties
Representations
Indemnification
Liability
Force Majeure
Assignment
Subcontracting
Transition Services
Service Levels
Performance Standards
Payment Terms
Cost Allocation
Insurance
Regulatory Compliance
Competition Law
Business Continuity
Term and Termination
Exit Management
Dispute Resolution
Governing Law
Jurisdiction
Notice
Amendment
Severability
Entire Agreement
Counterparts
Waiver
Further Assurance
Financial Services
Information Technology
Healthcare
Manufacturing
Professional Services
Telecommunications
Energy and Utilities
Transportation and Logistics
Retail and Consumer Services
Business Process Outsourcing
Legal
Operations
Human Resources
Procurement
Compliance
Risk Management
Finance
Information Technology
Project Management
Business Development
Quality Assurance
Customer Service
Chief Executive Officer
Chief Operating Officer
Chief Legal Officer
Head of Operations
Legal Counsel
Operations Director
Human Resources Director
Procurement Manager
Contract Manager
Service Delivery Manager
Transition Manager
Compliance Officer
Risk Manager
Project Manager
Business Unit Director
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