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Professional Services Agreement
"I need a Professional Services Agreement for my IT consulting firm based in Kuala Lumpur to provide cybersecurity services to a government-linked company, with specific provisions for data protection and security clearance requirements."
1. Parties: Identification of the service provider and client, including registration details and addresses
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Scope of Services: Detailed description of the professional services to be provided
5. Term and Timeline: Duration of the agreement and key milestone dates
6. Fees and Payment Terms: Service fees, payment schedule, expenses, and invoicing requirements
7. Obligations of Service Provider: Key responsibilities and warranties of the service provider
8. Client Obligations: Responsibilities of the client, including provision of information and access
9. Intellectual Property Rights: Ownership and rights related to work products and pre-existing IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with PDPA 2010 and data handling requirements
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Termination: Grounds for termination and consequences of termination
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Dispute Resolution: Choice of Malaysian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Non-Competition: Restrictions on competitive activities - include when protecting market position is crucial
2. Non-Solicitation: Restrictions on soliciting employees or clients - use when protecting relationships is important
3. Insurance: Insurance requirements - include for high-risk services or when required by industry standards
4. Anti-Corruption Compliance: Detailed anti-corruption provisions - include for high-value contracts or government-related work
5. Service Levels: Specific performance metrics - include when service quality can be quantitatively measured
6. Change Control: Process for managing changes to services - include for complex or long-term engagements
7. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
8. Third-Party Rights: Rights of third parties under the agreement - include when third parties may be affected
9. Export Control: Export control compliance - include for international services or technology transfer
1. Schedule 1 - Service Description: Detailed specification of services, deliverables, and technical requirements
2. Schedule 2 - Fees and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and remedies for non-performance
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services
5. Schedule 5 - Client Materials: Materials and information to be provided by the client
6. Schedule 6 - Form of Change Order: Template for documenting changes to services or commercial terms
7. Appendix A - Data Processing Agreement: Detailed terms for personal data processing if required under PDPA
8. Appendix B - Security Requirements: Information security requirements and protocols
Authors
Applicable Law
Business Day
Charges
Client
Client Materials
Commencement Date
Confidential Information
Deliverables
Force Majeure Event
Intellectual Property Rights
Key Personnel
Malaysian Ringgit
Personal Data
Project Manager
Services
Service Location
Service Provider
Service Levels
Service Period
Specifications
Subsidiary
Term
Third Party
Working Hours
Interpretation
Appointment
Service Provision
Duration
Payment
Performance Standards
Warranties
Service Provider Obligations
Client Obligations
Key Personnel
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Amendment
Entire Agreement
Severability
Waiver
Counterparts
Consulting
Information Technology
Financial Services
Legal Services
Engineering
Architecture
Healthcare
Education
Management Consulting
Accounting
Marketing and Advertising
Research and Development
Environmental Services
Human Resources
Legal
Procurement
Finance
Operations
Human Resources
Compliance
Risk Management
Commercial
Business Development
Project Management
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Business Development Manager
Operations Director
Human Resources Director
Finance Manager
Compliance Officer
Risk Manager
Department Head
Managing Director
Commercial Director
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