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Supplier Service Agreement
"I need a Supplier Service Agreement for an IT services provider who will manage our cloud infrastructure and provide 24/7 support services, with specific service levels and strict data protection requirements, 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. Payment Terms: Pricing, invoicing and payment conditions
6. Term and Termination: Duration and termination provisions
7. Obligations of the Parties: Key responsibilities of each party
8. Confidentiality: Protection of confidential information
9. Liability and Indemnities: Risk allocation between parties
1. Data Protection: Required when personal data is processed as part of the services
2. Intellectual Property: IP ownership and licensing provisions for when services involve creation or use of IP
3. Change Control: Process for managing changes to services in complex or long-term arrangements
4. Force Majeure: Provisions for unforeseen circumstances affecting service delivery
1. Schedule 1 - Service Description: Detailed specification of services to be provided
2. Schedule 2 - Charges: Detailed pricing structure and rates
3. Schedule 3 - Service Levels: Performance metrics and KPIs
4. Schedule 4 - Data Processing Agreement: GDPR compliance requirements for personal data processing
5. Schedule 5 - Change Control Procedure: Detailed process for managing changes to services
6. Schedule 6 - Exit Plan: Procedures for contract termination and service transition
Authors
Applicable Laws
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Materials
Data Protection Legislation
Deliverables
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Personal Data
Service Credits
Service Levels
Services
Specification
Supplier
Supplier Personnel
Term
Termination Date
TUPE
Working Hours
Supply of Services
Service Standards
Customer Obligations
Charges and Payment
Performance Monitoring
Service Credits
Intellectual Property Rights
Data Protection
Confidentiality
Warranties
Anti-bribery and Corruption
Modern Slavery
Health and Safety
Insurance
Limitation of Liability
Indemnification
Force Majeure
Term and Termination
Exit Management
Change Control
Assignment and Subcontracting
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severance
Third Party Rights
Governing Law and Jurisdiction
TUPE
Business Continuity
Audit Rights
Personnel and Key Personnel
Non-solicitation
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