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Supplier Service Agreement
"I need a Supplier Service Agreement for an IT services provider who will manage our cloud infrastructure and provide technical support starting March 2025, including strict data protection clauses and service level agreements with penalty provisions."
1. Parties: Identifies and provides full details of the contracting parties including registration numbers, addresses, and authorized representatives
2. Background: Outlines the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Details the specific services to be provided by the supplier
5. Term and Renewal: Specifies the duration of the agreement and any renewal provisions
6. Payment Terms: Outlines fees, payment schedule, invoicing procedures, and payment methods
7. Service Levels: Establishes performance standards and metrics for service delivery
8. Supplier Obligations: Lists the key responsibilities and commitments of the supplier
9. Customer Obligations: Specifies the responsibilities and commitments of the customer
10. Intellectual Property Rights: Addresses ownership and usage rights of any IP involved in service delivery
11. Confidentiality: Defines confidential information and obligations regarding its protection
12. Data Protection: Outlines obligations regarding data handling and privacy compliance
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Termination: Specifies grounds and procedures for contract termination
15. Force Majeure: Addresses unforeseeable circumstances preventing contract performance
16. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
17. General Provisions: Includes standard boilerplate clauses like notices, amendments, and assignment
1. Insurance: Required when services involve significant risk or regulatory requirements mandate insurance
2. Personnel Requirements: Necessary when specific qualifications or security clearances are required for service delivery
3. Compliance with Laws: Detailed section needed when services are heavily regulated or involve specific legal requirements
4. Security Requirements: Important when services involve access to sensitive systems or information
5. Business Continuity: Required when service disruption could significantly impact the customer
6. Anti-Corruption: Detailed section needed for high-value contracts or government-related services
7. Environmental Compliance: Required when services have environmental impacts or for sustainability commitments
8. Subcontracting: Needed when supplier may need to engage subcontractors
9. Change Control: Important for long-term or complex services requiring formal change management
10. Exit Management: Required for complex services requiring detailed transition arrangements
1. Schedule 1 - Service Specifications: Detailed technical specifications of the services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees, rates, and payment milestones
4. Schedule 4 - Contact Details and Escalation Matrix: Key personnel contacts and problem escalation procedures
5. Schedule 5 - Required Insurance Coverage: Specific insurance types and coverage levels required
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix A - Service Request Form: Template for requesting specific services or changes
8. Appendix B - Report Templates: Standard formats for required service reports
9. Appendix C - Security Protocols: Detailed security procedures and requirements
10. Appendix D - Transition Plan: Details of service implementation or transition arrangements
Authors
Agreement
Applicable Law
Business Day
Confidential Information
Contract Year
Customer
Customer Materials
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Payment Terms
Performance Standards
Personnel
Purchase Order
Regulatory Requirements
Related Parties
Reports
Service Credits
Service Levels
Services
Specifications
Supplier
Supplier Materials
Term
Territory
Third Party
Working Hours
Change Request
Completion Date
Dispute
Documentation
Emergency
Fees
Implementation Plan
Indemnified Parties
Initial Term
Losses
Milestone
Quality Standards
Records
Renewal Term
Representatives
Service Location
Subcontractor
Termination Date
Working Day
Services Scope
Term and Duration
Service Levels
Performance Standards
Fees and Payment
Invoicing
Personnel
Customer Obligations
Supplier Obligations
Quality Assurance
Change Control
Reporting
Record Keeping
Audit Rights
Warranties
Compliance with Laws
Confidentiality
Data Protection
Intellectual Property
Indemnification
Limitation of Liability
Insurance
Force Majeure
Business Continuity
Security Requirements
Anti-Corruption
Assignment and Subcontracting
Termination
Exit Management
Dispute Resolution
Governing Law
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Relationship of Parties
Counterparts
Survival
Manufacturing
Information Technology
Telecommunications
Professional Services
Logistics and Supply Chain
Healthcare
Construction
Energy
Financial Services
Retail
Agriculture
Automotive
Education
Hospitality
Procurement
Legal
Finance
Operations
Supply Chain
Compliance
Risk Management
Commercial
Project Management
Vendor Management
Contract Administration
Procurement Manager
Contract Manager
Legal Counsel
Chief Financial Officer
Operations Director
Supply Chain Manager
Vendor Relations Manager
Compliance Officer
Risk Manager
Commercial Director
Chief Executive Officer
Project Manager
Finance Manager
Business Development Manager
Operations Manager
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