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Service Management Contract
"I need a Service Management Contract for an IT services provider managing our cloud infrastructure and data center operations in Hong Kong, with strict data privacy provisions and specific KPIs for system uptime and response times, to commence from March 1, 2025."
1. Parties: Identification of the service provider and client, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the service management arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Services: Detailed description of services to be provided, including core responsibilities and deliverables
5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions
6. Service Provider's Obligations: Comprehensive list of service provider's duties, standards of service, and compliance requirements
7. Client's Obligations: Client's responsibilities, including access provisions, information sharing, and cooperation requirements
8. Fees and Payment Terms: Pricing structure, payment schedule, invoicing procedures, and late payment consequences
9. Service Levels: Performance metrics, KPIs, measurement methods, and reporting requirements
10. Governance and Reporting: Management structure, reporting hierarchy, meeting frequency, and communication protocols
11. Confidentiality: Protection of confidential information, usage restrictions, and survival terms
12. Data Protection: Compliance with PDPO, data handling procedures, and security measures
13. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Termination: Termination rights, notice periods, and consequences of termination
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Change Management: Procedures for requesting and implementing changes to services or terms, used when the service scope is likely to evolve
2. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
3. Transition Services: Provisions for handover at the start and end of the contract, relevant for complex service arrangements
4. Regulatory Compliance: Specific regulatory obligations, necessary for regulated industries
5. Staff and Subcontracting: Rules regarding personnel, training, and subcontractor use, important when service delivery involves specific personnel
6. Environmental Compliance: Environmental standards and requirements, relevant for services with environmental impact
7. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in long-term contracts
8. Anti-Bribery and Corruption: Compliance with anti-corruption laws, important for high-value or government-related contracts
1. Schedule 1 - Service Specifications: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and penalties/rewards
3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structure, rate cards, and payment milestones
4. Schedule 4 - Governance Framework: Detailed management structure, escalation procedures, and meeting schedules
5. Schedule 5 - Personnel and Key Contacts: List of key personnel, roles, and contact information
6. Schedule 6 - Required Insurance Coverage: Details of insurance types and coverage levels required
7. Schedule 7 - Form of Reports: Templates and formats for required service reports
8. Appendix A - Change Request Form: Standard form for requesting and documenting changes
9. Appendix B - Incident Report Template: Standard format for reporting service incidents and issues
Authors
Applicable Laws
Authorized Representatives
Business Day
Change Request
Charges
Client Data
Client Materials
Commencement Date
Confidential Information
Contract Year
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Emergency
Force Majeure Event
Good Industry Practice
Governance Framework
Initial Term
Intellectual Property Rights
Key Performance Indicators
Key Personnel
Material Breach
Notice
Operating Hours
Performance Credits
Performance Reports
Personal Data
Quality Standards
Renewal Term
Review Meetings
Service Credits
Service Failure
Service Hours
Service Levels
Service Provider Personnel
Service Recipients
Services
Specification
Subcontractor
Term
Termination Date
Third Party Provider
Transition Period
Transition Plan
Working Hours
Service Scope
Term and Duration
Service Provider Obligations
Client Obligations
Service Levels
Performance Monitoring
Quality Standards
Fees and Payment
Invoicing
Key Personnel
Staff and Resources
Subcontracting
Governance
Reporting Requirements
Change Management
Data Protection
Confidentiality
Intellectual Property
Warranties
Indemnification
Liability Limitations
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Transition Services
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Assignment and Novation
Notices
Governing Law
Entire Agreement
Severability
Amendments
Third Party Rights
Anti-Bribery
Compliance with Laws
Health and Safety
Environmental Compliance
Audit Rights
Record Keeping
Relationship Management
Security Requirements
Information Technology
Facilities Management
Business Process Outsourcing
Property Management
Healthcare Services
Financial Services
Professional Services
Telecommunications
Building Management
Retail Operations
Hospitality
Manufacturing
Legal
Operations
Procurement
Finance
Compliance
Risk Management
Service Delivery
Quality Assurance
Contract Management
Vendor Management
Project Management
Business Development
Facilities Management
Chief Operations Officer
Head of Facilities
Service Delivery Manager
Contract Manager
Operations Director
Procurement Manager
Legal Counsel
Risk Manager
Compliance Officer
Project Manager
Account Manager
Vendor Relations Manager
Quality Assurance Manager
Business Development Director
Chief Financial Officer
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