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Master Client Agreement
"I need a Master Client Agreement under German law for providing IT infrastructure services to clients across the EU, with strong data protection provisions and service level commitments, planned to go live by March 2025."
1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: General framework for services to be provided under the agreement
5. Order Process: Procedures for requesting and accepting specific services or work orders
6. Service Levels: General principles for service quality and performance standards
7. Fees and Payment: General payment terms, invoicing procedures, and payment methods
8. Term and Termination: Duration of the agreement and termination rights
9. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data processing obligations
12. Liability and Indemnification: Limitation of liability and indemnification obligations under German law
13. Force Majeure: Events excusing performance and their consequences
14. Insurance: Required insurance coverage and minimum amounts
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Personnel Requirements: Specific requirements for service provider's personnel, used when services involve on-site work or specific qualifications
2. Compliance: Industry-specific compliance requirements, included for regulated industries
3. Security Requirements: IT and physical security requirements, needed for technology or sensitive data services
4. Business Continuity: Disaster recovery and business continuity obligations, important for critical services
5. Audit Rights: Client's rights to audit service provider, important for regulated industries or critical services
6. Sustainability: Environmental and social responsibility requirements, increasingly important for many businesses
7. Export Control: Export control compliance, needed for international services or technology transfer
8. Non-Solicitation: Restrictions on hiring other party's employees, useful in competitive industries
9. Parent Company Guarantee: Guarantee from service provider's parent company, used for financial security
1. Schedule 1 - Service Description: Detailed description of available services and delivery requirements
2. Schedule 2 - Service Levels and KPIs: Specific service levels, measurement methods, and remedies
3. Schedule 3 - Pricing and Payment Terms: Detailed pricing structure, rates, and specific payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details
5. Schedule 5 - Security Requirements: Detailed security protocols and requirements
6. Schedule 6 - Approved Subcontractors: List of approved subcontractors and their roles
7. Schedule 7 - Change Control Procedure: Process for implementing changes to services or terms
8. Schedule 8 - Key Personnel: Identification of key personnel and their roles
9. Schedule 9 - Exit Plan: Procedures for contract termination and service transition
10. Appendix A - Form of Work Order: Template for individual work orders under the agreement
11. Appendix B - Reporting Requirements: Templates and requirements for regular reporting
Authors
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Personal Data
Processing
Project
Project Manager
Representatives
Schedule
Services
Service Credits
Service Levels
Service Provider
Specification
Statement of Work
Subcontractor
Term
Third Party
Work Order
Working Hours
Definitions
Services Provision
Work Order Process
Service Levels
Client Obligations
Service Provider Obligations
Fees and Payment
Invoicing
Personnel
Subcontracting
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Audit Rights
Warranties
Indemnification
Liability Limitation
Insurance
Force Majeure
Term and Duration
Termination
Exit Management
Anti-Corruption
Competition Law
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Information Technology
Professional Services
Management Consulting
Financial Services
Manufacturing
Telecommunications
Healthcare
Software Development
Business Process Outsourcing
Engineering Services
Legal
Procurement
Finance
Commercial
Operations
Risk & Compliance
Information Security
Business Development
Account Management
Service Delivery
General Counsel
Legal Director
Contract Manager
Procurement Manager
Chief Financial Officer
Commercial Director
Business Development Manager
Account Executive
Operations Director
Risk Manager
Compliance Officer
Data Protection Officer
Chief Technology Officer
Project Manager
Service Delivery Manager
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