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Standard Vendor Agreement
"I need a Standard Vendor Agreement for a software development company that will be providing ongoing maintenance services to our e-commerce platform, with special attention to data protection and service level requirements starting March 2025."
1. Parties: Identifies the contracting parties with full legal names and addresses
2. Background: Explains the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Details the products/services to be provided by the vendor
5. Payment Terms: Specifies pricing, payment schedule, and invoicing requirements
6. Term and Termination: Duration of agreement and conditions for termination
7. Warranties and Representations: Standard warranties regarding services/products and legal compliance
8. Liability and Indemnification: Allocation of risks and responsibilities between parties
9. Governing Law: Specifies applicable jurisdiction and dispute resolution
1. Insurance Requirements: Details required insurance coverage when services involve significant risk or on-site work
2. Intellectual Property Rights: Ownership and usage rights of IP when deliverables include creative works or technology
3. Data Protection: Requirements for handling sensitive data when vendor has access to personal or confidential information
4. Service Levels: Performance metrics and standards for ongoing service relationships
1. Schedule of Services: Detailed description of products/services to be provided
2. Pricing Schedule: Detailed breakdown of prices and payment terms
3. Service Level Agreement: Specific performance metrics and remedies
4. Insurance Requirements: Detailed insurance coverage requirements
5. Data Processing Agreement: Specific terms for handling personal/sensitive data
Authors
Affiliate
Business Day
Confidential Information
Deliverables
Effective Date
Force Majeure
Intellectual Property Rights
Laws
Purchase Order
Services
Specifications
Term
Territory
Vendor Materials
Work Product
Change Order
Company Data
Fees
Personnel
Representatives
Service Level Agreement
Vendor Personnel
Warranties
Pricing and Payment
Term and Termination
Delivery and Acceptance
Warranties and Representations
Indemnification
Limitation of Liability
Confidentiality
Intellectual Property
Insurance
Force Majeure
Compliance with Laws
Data Protection
Audit Rights
Assignment and Subcontracting
Notice Requirements
Dispute Resolution
Governing Law
Amendment and Modification
Entire Agreement
Severability
Non-Solicitation
Quality Assurance
Performance Standards
Business Continuity
Record Keeping
Health and Safety
Environmental Compliance
Change Management
Service Levels
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