Exchange Of Services Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exchange Of Services Agreement

"I need an Exchange of Services Agreement between my software development company and a marketing agency, where we will provide them with a custom CRM system in exchange for comprehensive marketing services over a 12-month period starting January 2025."

Document background
The Exchange Of Services Agreement is designed for situations where organizations wish to leverage their respective expertise through mutual service provision rather than monetary transactions. This document, governed by English and Welsh law, is particularly valuable for businesses seeking to establish collaborative relationships, share resources, or create strategic partnerships. The agreement comprehensively covers service specifications, performance standards, duration, termination rights, and risk allocation, ensuring clear understanding and enforceability of the arrangement.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services Description: Detailed description of services to be exchanged between the parties

5. Service Standards: Quality standards and performance metrics for the services

6. Duration and Termination: Term of agreement and circumstances/process for termination

7. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations

8. Governing Law: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Data Protection: GDPR and Data Protection Act 2018 compliance provisions for handling personal data

2. Force Majeure: Provisions dealing with circumstances beyond parties' reasonable control

3. Non-Competition: Restrictions on competitive activities during and after the agreement

4. Insurance: Requirements for maintaining specific insurance coverage

5. Anti-Bribery: Compliance with Bribery Act 2010 and anti-corruption provisions

Suggested Schedules

1. Schedule 1 - Service Level Agreement: Detailed performance metrics, standards, and service delivery specifications

2. Schedule 2 - Fee Schedule: Details of any monetary compensation or value equivalence of exchanged services

3. Schedule 3 - Key Personnel: Contact details and roles of key personnel responsible for service delivery

4. Schedule 4 - Service Specifications: Technical specifications and operational procedures for the services

5. Schedule 5 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Contracts (Rights of Third Parties) Act 1999: Core legislation governing how third parties may enforce contract terms in agreements

Supply of Goods and Services Act 1982: Establishes implied terms for service contracts and sets out standards for service quality

Consumer Rights Act 2015: Defines consumer rights, business obligations, and standards for service quality and delivery when one party is a consumer

Unfair Contract Terms Act 1977: Regulates and restricts the ability to exclude or limit liability and controls unfair terms in contracts

Data Protection Act 2018 and UK GDPR: Governs the processing and handling of personal data that may be involved in service delivery

Equality Act 2010: Ensures prevention of discrimination in service provision and contractual relationships

Modern Slavery Act 2015: Addresses modern slavery and human trafficking concerns in service supply chains

Bribery Act 2010: Provides anti-corruption provisions relevant to business relationships and service agreements

Common Law - Consideration Doctrine: Legal principle requiring exchange of value between parties for contract validity

Common Law - Offer and Acceptance: Fundamental principle establishing how legally binding agreements are formed through offer and acceptance

Common Law - Intention to Create Legal Relations: Principle requiring parties to intend their agreement to be legally binding

Common Law - Capacity to Contract: Legal principle determining who has the legal ability to enter into binding contracts

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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