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Mutual Service Agreement
"I need a Mutual Service Agreement between our software development company and a cloud hosting provider, governed by German law, covering reciprocal IT services and including robust data protection provisions for handling customer data in the EU."
1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the mutual services to be provided by each party
5. Service Levels: Performance standards and quality metrics for the services
6. Fees and Payment Terms: Financial terms, payment schedules, and invoicing procedures
7. Term and Termination: Duration of the agreement and conditions for termination
8. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: GDPR compliance and data handling requirements
11. Liability and Indemnification: Limitation of liability and indemnification obligations
12. Force Majeure: Provisions for unforeseen circumstances preventing performance
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including severability and entire agreement
1. Personnel: Requirements for staff qualifications and conduct, used when services involve deployment of personnel
2. Insurance: Insurance requirements, included when services involve significant risks or regulatory requirements
3. Compliance with Laws: Specific regulatory compliance obligations, used in heavily regulated industries
4. Security Requirements: IT and physical security requirements, included when services involve sensitive systems or facilities
5. Change Control: Procedures for changing service scope or specifications, used in complex service relationships
6. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
7. Audit Rights: Rights to audit service provision and compliance, important for regulated industries
8. Non-Competition: Restrictions on competitive activities, used when sharing sensitive market information
9. Exit Management: Detailed exit procedures, important for complex service relationships
10. Environmental Requirements: Environmental compliance obligations, relevant for services with environmental impact
1. Schedule 1 - Service Specifications: Detailed technical specifications of services to be provided by each party
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement methods
3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
5. Schedule 5 - Contact Details: Key contacts and escalation procedures
6. Schedule 6 - Required Insurance Coverage: Specific insurance types and coverage levels
7. Appendix A - Technical Requirements: Technical standards and requirements for service delivery
8. Appendix B - Security Protocols: Security procedures and requirements
9. Appendix C - Reporting Templates: Standard formats for service reporting and documentation
Authors
Applicable Law
Business Day
Confidential Information
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Performance Indicators
Material Breach
Party/Parties
Personal Data
Service Credits
Service Levels
Services
Service Provider
Service Recipient
Service Specifications
Staff
Subcontractor
Term
Third Party
Working Hours
Change Request
Documentation
Emergency
Fees
Implementation Plan
Notice
Quality Standards
Response Time
Service Location
Service Period
System
Technical Requirements
Territory
Acceptance Criteria
Background IP
Commercially Reasonable Efforts
Dispute
Losses
Project
Records
Related Company
Representatives
Security Requirements
Service Interruption
Steering Committee
Service Provision
Service Levels
Fees and Payment
Invoicing
Performance Standards
Quality Assurance
Mutual Obligations
Staff and Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Liability
Indemnification
Insurance
Force Majeure
Term and Duration
Termination
Consequences of Termination
Change Control
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Third Party Rights
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Security Requirements
Environmental Compliance
Warranties
Representation
Amendment
Waiver
Relationship of Parties
Information Technology
Professional Services
Manufacturing
Healthcare
Financial Services
Telecommunications
Consulting
Software Development
Logistics
Business Process Outsourcing
Research and Development
Engineering Services
Legal
Procurement
Operations
Commercial
Business Development
Compliance
Risk Management
Service Delivery
Project Management
Contract Management
Account Management
Partnership Management
Legal Counsel
Contract Manager
Chief Legal Officer
Business Development Manager
Operations Director
Procurement Manager
Chief Operating Officer
Service Delivery Manager
Commercial Director
Risk Manager
Compliance Officer
Project Manager
Account Executive
Partnership Manager
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