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Service Fee Agreement
"I need a Service Fee Agreement for my IT company based in Auckland to provide cloud hosting services to a government agency, with specific data protection clauses and service level requirements, to commence from March 2025."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Services: Detailed description of the services to be provided, including scope and any exclusions
5. Fees and Payment: Specifies the fee structure, payment terms, invoicing process, and any additional costs
6. Term and Termination: Defines the duration of the agreement and circumstances under which it can be terminated
7. Obligations and Responsibilities: Outlines the specific duties and responsibilities of each party
8. Performance Standards: Establishes the expected quality and standards for service delivery
9. Intellectual Property: Addresses ownership and usage rights of any IP created or used in providing the services
10. Confidentiality: Protects confidential information shared between parties during the service relationship
11. Liability and Indemnity: Sets out liability limitations and indemnification obligations
12. Dispute Resolution: Establishes the process for resolving any disputes between the parties
13. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by either party
2. Data Protection: Necessary when personal data processing is involved in service delivery
3. Force Majeure: Include when parties want protection from unforeseen circumstances preventing performance
4. Non-Solicitation: Added when there's a need to prevent poaching of staff or clients
5. Service Credits: Include when specific service levels are required with financial consequences for breach
6. Compliance with Laws: Required when services are regulated or require specific statutory compliance
7. Subcontracting: Include when the service provider may need to engage subcontractors
8. Change Control: Necessary for long-term agreements where service scope may need adjustment
9. Audit Rights: Include when one party needs the right to audit the other's performance or records
1. Schedule 1 - Service Description: Detailed specifications of services, including methodologies and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key staff members responsible for service delivery
5. Schedule 5 - Reports and Documentation: Required reports, documentation, and their frequency
6. Appendix A - Contact Details: Contact information for key personnel and authorized representatives
7. Appendix B - Form of Change Request: Template for requesting and documenting changes to services
8. Appendix C - Acceptance Testing Procedures: Procedures for accepting deliverables or completed services
Authors
Services
Fees
Commencement Date
Term
Service Levels
Deliverables
Business Day
Confidential Information
Force Majeure Event
Intellectual Property Rights
Key Personnel
Representatives
Service Location
Specifications
Client Materials
Documentation
GST
Milestone
Payment Terms
Performance Standards
Related Company
Service Provider
Client
Change Request
Acceptance Criteria
Material Breach
Dispute
Initial Term
Liability
Loss
Notice
Personnel
Project
Records
Reports
Schedule
Service Credits
Termination Date
Working Hours
Authorized Representative
Background IP
Foreground IP
Commercially Reasonable Efforts
Dispute Notice
Good Industry Practice
Insolvency Event
Definitions
Term
Services
Service Standards
Performance Requirements
Fees
Payment Terms
GST
Invoicing
Service Provider Obligations
Client Obligations
Key Personnel
Intellectual Property
Confidentiality
Privacy
Data Protection
Warranties
Representations
Liability
Indemnification
Insurance
Force Majeure
Termination
Suspension
Assignment
Subcontracting
Dispute Resolution
Notices
Records and Audit
Change Management
Non-Solicitation
Relationship of Parties
Entire Agreement
Variation
Severability
Governing Law
Counterparts
Time of Essence
Further Assurance
Costs
Service Levels
Reporting
Compliance with Laws
Health and Safety
Business Continuity
Anti-Bribery
Modern Slavery
Professional Services
Information Technology
Consulting
Financial Services
Legal Services
Healthcare
Education
Construction
Real Estate
Manufacturing
Retail
Hospitality
Engineering
Marketing and Advertising
Environmental Services
Legal
Procurement
Finance
Operations
Commercial
Risk and Compliance
Business Development
Project Management
Account Management
Service Delivery
Administration
Executive Leadership
Legal Counsel
Contract Manager
Procurement Manager
Business Development Manager
Operations Director
Chief Financial Officer
Project Manager
Account Manager
Commercial Director
Risk Manager
Compliance Officer
Service Delivery Manager
Finance Manager
Chief Executive Officer
General Manager
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