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Vendor Service Agreement
"I need a Vendor Service Agreement governed by Irish law for a software development company providing custom application development services to our financial services firm, with particular emphasis on data protection, service levels, and source code ownership."
1. Parties: Identification and details of the service provider and customer, including registered addresses and company registration numbers
2. Background: Context of the agreement, brief description of the parties' business relationship and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of the services to be provided, including scope, delivery methods, and standards
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Fees and Payment: Payment terms, fee structure, invoicing requirements, and payment schedules
7. Service Provider Obligations: Key responsibilities and commitments of the vendor
8. Customer Obligations: Key responsibilities and commitments of the customer
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
15. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes
1. Service Levels: Specific performance metrics and service level agreements - include when service quality metrics are crucial
2. Change Control: Process for managing changes to services or agreement - include for complex or long-term services
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
4. Security Requirements: Specific security protocols and requirements - include when handling sensitive data or systems
5. Staff and Key Personnel: Requirements for service provider's personnel - include when specific expertise or clearance is required
6. Audit Rights: Customer's right to audit vendor's compliance - include for regulated industries or critical services
7. Insurance: Specific insurance requirements - include for high-risk services
8. Exit Management: Transition arrangements at termination - include for complex or business-critical services
9. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for international services or public sector contracts
1. Service Description: Detailed technical specifications and scope of services
2. Service Levels and KPIs: Detailed performance metrics, measurement methods, and remedies
3. Charges and Payment: Detailed fee structure, rates, and payment terms
4. Data Processing Agreement: GDPR-compliant data processing terms and details
5. Business Continuity Plan: Detailed continuity and disaster recovery procedures
6. Security Requirements: Detailed security protocols and compliance requirements
7. Key Personnel: Details of key staff members and their roles
8. Form of Change Order: Template for documenting agreed changes to services
Authors
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Personnel
Purchase Order
Regulatory Requirements
Related Companies
Services
Service Levels
Service Provider
Specification
Subcontractor
Term
Territory
VAT
Working Hours
Services
Duration and Term
Service Provider Obligations
Customer Obligations
Charges and Payment
Service Levels
Change Control
Personnel and Key Staff
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Anti-Bribery and Corruption
Modern Slavery
Health and Safety
Insurance
Indemnification
Limitation of Liability
Force Majeure
Termination
Exit Management
Assignment and Novation
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Variation
Governing Law and Jurisdiction
Dispute Resolution
Business Continuity
Audit Rights
Compliance with Laws
Record Keeping
Non-Solicitation
Publicity
Technology
Professional Services
Manufacturing
Financial Services
Healthcare
Retail
Telecommunications
Construction
Energy
Education
Logistics
Consulting
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Vendor Management
Commercial
Information Technology
Supply Chain
Business Development
Project Management
Legal Counsel
Procurement Manager
Contract Manager
Commercial Director
Operations Manager
Compliance Officer
Risk Manager
Chief Financial Officer
Vendor Management Specialist
Business Development Manager
Project Manager
Chief Technology Officer
Chief Operating Officer
Supply Chain Manager
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