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Service Agreement Term Sheet
"I need a Service Agreement Term Sheet for a software development project where my company will be the service provider, delivering custom application development services to a multinational client, with service commencement planned for March 2025 and an initial term of 24 months."
1. Parties: Identification of contracting parties and their registered offices/addresses
2. Background: Context of the agreement and high-level description of services to be provided
3. Definitions: Key terms and their meanings used throughout the document
4. Services: High-level description of services, delivery requirements, and service provider obligations
5. Fees and Payment: Payment terms, fee structure, invoicing, and payment schedule
6. Term and Termination: Duration of agreement, renewal terms, and termination rights
7. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
8. Confidentiality: Protection of confidential information and trade secrets
9. General: Standard boilerplate provisions including governing law, notices, and entire agreement
1. Service Levels: Performance metrics, KPIs, and remedies for failure to meet service levels - include for complex service arrangements
2. Change Control: Process for requesting and implementing changes to services - recommended for long-term arrangements
3. Data Protection: GDPR compliance and data processing obligations - required when personal data is processed
4. Intellectual Property: IP ownership, licenses, and protection - include when IP is created or used in services
5. Personnel: Key personnel requirements, vetting, and replacement - relevant for service provider staff working on client premises
1. Schedule 1 - Service Description: Detailed specification of services, methodologies, and deliverables
2. Schedule 2 - Charges: Detailed pricing structure, rate cards, and payment milestones
3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and service credits
4. Schedule 4 - Change Control Procedure: Detailed process for change requests, impact assessment, and implementation
5. Schedule 5 - Key Personnel: List of key personnel, their roles, and qualifications
Authors
Charges and Payment
Term and Duration
Service Levels
Confidentiality
Intellectual Property Rights
Data Protection
Liability
Indemnification
Force Majeure
Termination
Change Control
Staff and Resources
Governance
Audit Rights
Insurance
Assignment and Subcontracting
Dispute Resolution
Governing Law
Anti-Bribery and Corruption
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