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Operating Service Agreement
"I need an Operating Service Agreement for my IT consultancy to provide cloud infrastructure management services to a medium-sized retail client, with specific SLAs for system uptime and incident response times, starting from March 2025."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Service Levels: Performance standards and metrics
6. Charges and Payment: Pricing, payment terms, and invoicing
7. Term and Termination: Duration and termination provisions
8. Liability and Indemnities: Risk allocation between parties
1. Change Control: Process for managing changes to services - recommended for complex or long-term service arrangements
2. Force Majeure: Provisions for unforeseen circumstances that may affect service delivery
3. TUPE: Employee transfer provisions - required when service provision involves staff transfers
1. Schedule 1 - Service Description: Detailed specification of services
2. Schedule 2 - Service Levels: Detailed performance metrics and KPIs
3. Schedule 3 - Charges: Detailed pricing structure and calculations
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms
Authors
Services
Service Levels
Charges
Commencement Date
Business Day
Confidential Information
Client Materials
Deliverables
Good Industry Practice
Key Personnel
Service Credits
Service Failure
SLA
KPIs
Change Control Procedure
Dispute Resolution Procedure
Force Majeure Event
Intellectual Property Rights
Personal Data
Data Protection Legislation
Regulatory Requirements
Service Levels
Performance Standards
Charges and Payment
Invoicing
Term and Duration
Termination
Service Credits
Change Control
Confidentiality
Data Protection
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Dispute Resolution
Governing Law
Assignment and Subcontracting
Audit Rights
Business Continuity
Staff and Personnel
Reporting Requirements
Warranties
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