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Professional Services Contract
"I need a Professional Services Contract governed by Irish law for a software development consultancy providing services to our fintech startup, with work expected to commence in March 2025 and including robust IP protection clauses."
1. Parties: Identification and details of the service provider and client
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided
5. Term and Commencement: Duration of the agreement and start date
6. Payment Terms: Fees, payment schedule, expenses, and invoicing procedures
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Data Protection: GDPR compliance and data handling requirements
10. Intellectual Property: Ownership and usage rights of IP created during service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability and indemnification provisions
13. Termination: Conditions and procedures for ending the agreement
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Service Levels: Include when specific performance metrics need to be maintained
2. Change Control: Include for projects where scope changes are likely
3. Insurance: Include when specific insurance requirements need to be maintained
4. Non-Solicitation: Include to prevent poaching of staff/clients
5. Force Majeure: Include for longer-term contracts or where service continuity is critical
6. Anti-Bribery and Corruption: Include for international services or public sector work
7. Business Continuity: Include for critical services or regulated industries
8. Compliance with Laws: Include detailed compliance section for regulated industries
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Charges and Payment: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics and measurement criteria
4. Schedule 4 - Key Personnel: Details of key staff assigned to provide the services
5. Schedule 5 - Processing of Personal Data: GDPR-required details of data processing activities
6. Schedule 6 - Form of Change Order: Template for documenting agreed changes to services
7. Appendix A - Insurance Requirements: Specific insurance coverage requirements
8. Appendix B - Policies and Procedures: Relevant internal policies that apply to service provision
Authors
Applicable Law
Business Day
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Data Protection Legislation
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Materials
Personal Data
Personnel
Processing
Professional Standards
Project
Services
Service Levels
Service Provider
Specification
Term
Termination Date
Third Party Materials
Working Hours
Change Order
Commercially Reasonable Efforts
Damages
Disclosing Party
Receiving Party
Fees
Initial Term
Milestones
Project Plan
Records
Representatives
Schedule
Service Credits
Subcontractor
Territory
Work Product
Term and Duration
Services Provision
Service Provider Obligations
Client Obligations
Fees and Payment
Invoicing
Personnel
Key Personnel
Service Levels
Performance Standards
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Non-Solicitation
Non-Competition
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Relationship of Parties
Record Keeping
Audit Rights
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Anti-Bribery and Corruption
Modern Slavery
Compliance with Laws
Business Continuity
Health and Safety
Environmental Compliance
Publicity
Survival
Counterparts
Information Technology
Management Consulting
Financial Services
Legal Services
Accounting Services
Engineering
Architecture
Healthcare
Education
Marketing and Advertising
Human Resources
Business Advisory
Research and Development
Environmental Services
Professional Training
Legal
Procurement
Finance
Operations
Human Resources
Compliance
Risk Management
Commercial
Business Development
Project Management
Senior Management
Contract Administration
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Operations Director
Human Resources Director
Risk Manager
Compliance Officer
Department Head
Business Development Manager
Finance Director
Managing Partner
Commercial Director
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