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Outsourcing Service Level Agreement
"I need an Outsourcing Service Level Agreement for IT infrastructure services, including 24/7 support and disaster recovery, with service credits for performance failures, to commence from March 2025."
1. Parties: Identifies and defines the contracting parties (service provider and customer)
2. Background: Context and purpose of the agreement, including brief description of services being outsourced
3. Definitions: Defines key terms used throughout the agreement including Service Levels, KPIs, etc.
4. Services: Detailed description of services to be provided, including scope and exclusions
5. Service Levels: Specific performance metrics, standards and quality requirements
6. Performance Monitoring: Methods for measuring, monitoring and reporting service level performance
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures and service credits
8. Term and Termination: Contract duration, renewal terms, and termination rights
9. Governance: Management structure, reporting lines, and decision-making processes
10. Data Protection and Security: Obligations regarding data protection, confidentiality and information security
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnities: Limitations of liability, indemnification obligations and insurance requirements
1. TUPE Provisions: Required when service provision involves transfer of employees from customer to provider or vice versa
2. Business Continuity: Disaster recovery and business continuity requirements for critical services
3. Change Control: Procedures for managing changes to services, specifications or service levels
4. Regulatory Compliance: Specific obligations regarding industry regulations and compliance requirements
5. Environmental Requirements: Environmental standards and sustainability requirements for service delivery
1. Schedule 1 - Service Description: Detailed technical and operational specification of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement criteria and reporting requirements
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, calculations and service credit mechanism
4. Schedule 4 - RACI Matrix: Responsibility assignment matrix defining roles and responsibilities
5. Schedule 5 - Data Processing Agreement: Specific terms for personal data processing under UK GDPR
6. Schedule 6 - Exit Plan: Procedures for service transition at contract end or termination
7. Schedule 7 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
8. Schedule 8 - Change Control Procedure: Detailed process for requesting, approving and implementing changes
Authors
Acceptance Criteria
Business Day
Change Control
Charges
Commencement Date
Confidential Information
Critical Service Level
Customer Data
Disaster Recovery Plan
Exit Plan
Force Majeure Event
Good Industry Practice
Initial Term
Key Personnel
KPIs
Material Breach
Personal Data
Service Credits
Service Levels
Service Provider Personnel
Services
Service Hours
Subcontractor
Term
Transition Period
Working Hours
Services Scope
Service Levels
Service Credits
Performance Monitoring
Reporting
Change Control
Charges and Payment
Invoicing
Staff and Key Personnel
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Security
Anti-Bribery
Modern Slavery
Force Majeure
Disaster Recovery
Business Continuity
Audit Rights
Warranties
Indemnities
Limitations of Liability
Insurance
Term and Termination
Exit Management
TUPE
Dispute Resolution
Governing Law and Jurisdiction
Assignment and Novation
Third Party Rights
Notices
Entire Agreement
Severability
Waiver
Variation
Counterparts
Non-Solicitation
Compliance with Laws
Health and Safety
Environmental Requirements
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