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Service Partner Agreement
"I need a Service Partner Agreement for my technology consulting company to engage a software development partner in India, with specific provisions for data protection, IP ownership, and service level requirements to be delivered by March 2025."
1. Parties: Identification and details of the contracting parties including registered addresses and company numbers
2. Background: Context of the agreement and high-level description of the commercial relationship
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of services to be provided by the Service Partner
5. Service Standards: Quality standards and requirements for service delivery
6. Charges and Payment: Financial terms, payment schedule, invoicing requirements and payment mechanisms
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Intellectual Property Rights: Ownership and licensing of IP created or used during service delivery
9. Confidentiality: Protection and handling of confidential information
10. Data Protection: Compliance with UK GDPR and Data Protection Act 2018
11. Liability and Insurance: Limitations of liability and required insurance coverage
12. General: Standard boilerplate provisions including governing law and jurisdiction
1. Service Levels: Specific performance metrics and KPIs (when quantifiable service standards are required)
2. Change Control: Process for managing changes to services or agreement terms (for complex service arrangements)
3. TUPE: Transfer of employees provisions (when service provision may involve transfer of employees)
4. Anti-Bribery and Modern Slavery: Compliance with Anti-Bribery Act and Modern Slavery Act (for high-risk or international services)
5. Non-Compete: Restrictions on competitive activities (when protecting market position is crucial)
1. Schedule 1 - Services Description: Detailed technical specification of services to be provided
2. Schedule 2 - Charges: Detailed pricing structure, rate cards, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics, KPIs, and measurement methodology
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details
5. Schedule 5 - Personnel: Key personnel, qualifications, and security requirements
6. Schedule 6 - Change Control Procedure: Detailed process for managing changes to services or agreement
Authors
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Data Protection Legislation
Deliverables
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Material Breach
Party/Parties
Personal Data
Principal Company
Service Credits
Service Levels
Services
Service Partner
Service Provider Personnel
Specification
Subcontractor
Term
Territory
TUPE
Working Hours
Term and Termination
Service Delivery Obligations
Service Levels
Charges and Payment
Intellectual Property Rights
Confidentiality
Data Protection
Personnel and Key Staff
Warranties and Representations
Liability and Indemnities
Insurance
Force Majeure
Change Control
Audit Rights
Anti-Bribery and Corruption
Modern Slavery
Health and Safety
Environmental Compliance
Subcontracting
Non-Solicitation
Assignment and Novation
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law and Jurisdiction
TUPE
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