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1. Parties: Identifies and provides full legal details of both companies entering into the agreement
2. Background: Sets out the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Appointment and Scope: Establishes the appointment of the management company and outlines the scope of services to be provided
5. Term and Renewal: Specifies the duration of the agreement and any renewal provisions
6. Management Services: Details the specific management services to be provided, including key responsibilities and deliverables
7. Fees and Payment: Outlines the fee structure, payment terms, and invoicing requirements
8. Obligations of the Manager: Sets out the specific duties, responsibilities, and standard of care required from the management company
9. Obligations of the Client: Defines the client company's responsibilities, including provision of information and resources
10. Reporting and Performance Monitoring: Establishes reporting requirements and performance metrics
11. Confidentiality: Protects confidential information shared between the parties
12. Intellectual Property: Addresses ownership and usage rights of intellectual property
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Termination: Specifies circumstances and procedures for ending the agreement
15. General Provisions: Includes standard legal provisions such as notices, governing law, and dispute resolution
1. Non-Competition: Restricts the management company from providing similar services to competitors - include when exclusivity is required
2. Force Majeure: Addresses unforeseeable circumstances preventing performance - important for critical management services
3. Data Protection: Include when significant personal data processing is involved in the management services
4. Insurance: Specifies required insurance coverage - important for high-risk management services
5. Change Control: Establishes procedures for changing service scope or terms - useful for long-term or complex arrangements
6. Staff and Subcontracting: Include when the management company needs to use specific personnel or subcontractors
7. Transition Services: Include when handover periods are needed at the start or end of the agreement
8. Business Continuity: Important when the management services are critical to business operations
9. Compliance with Laws: Include detailed compliance obligations when operating in regulated industries
1. Schedule 1 - Services Description: Detailed description of all management services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, charges, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: Details of key staff members responsible for providing the services
5. Schedule 5 - Reporting Requirements: Templates and specifications for required reports
6. Schedule 6 - Governance Procedures: Details of management meetings, escalation procedures, and decision-making processes
7. Schedule 7 - Transition Plan: Timeline and responsibilities for service implementation or transition
8. Appendix A - Contact Details: Key contact information for both parties
9. Appendix B - Required Insurance: Specific insurance requirements and coverage levels
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