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Enterprise Service Agreement
"I need an Enterprise Service Agreement for an IT managed services provider based in Sydney, serving a national retail chain, with specific emphasis on cybersecurity requirements and 24/7 service availability starting March 2025."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and commercial objectives of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Term and Extension: Specifies initial term, renewal options and termination dates
5. Services: Outlines the core services to be provided and service standards
6. Service Levels: Defines performance metrics, measurement and reporting requirements
7. Fees and Payment: Details pricing, payment terms, invoicing and review mechanisms
8. Personnel: Requirements for service provider staff, key personnel, and subcontractors
9. Intellectual Property: Addresses ownership and licensing of IP created or used in services
10. Confidentiality: Protects confidential information and trade secrets
11. Privacy and Data Protection: Ensures compliance with privacy laws and data security requirements
12. Liability and Indemnities: Allocates risks and establishes liability caps
13. Insurance: Specifies required insurance coverage
14. Termination: Details termination rights, process and consequences
15. Dispute Resolution: Establishes process for resolving disputes
16. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Change Management: For agreements where scope or requirements may change significantly
2. Business Continuity: Required for critical services or high-availability requirements
3. Security Requirements: For services involving sensitive data or systems
4. Transition Services: When complex implementation or exit transitions are needed
5. Audit Rights: For regulated industries or where compliance verification is critical
6. Performance Reviews: For long-term strategic relationships requiring governance
7. Marketing and Publicity: When parties want to control public announcements
8. Environmental Compliance: For services with environmental impacts
9. Parent Company Guarantee: When additional financial security is required
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Service Levels and KPIs: Comprehensive metrics and measurement methods
3. Schedule 3 - Pricing and Fees: Detailed pricing models, rates and charging mechanisms
4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation
5. Schedule 5 - Governance and Reporting: Management structure and reporting requirements
6. Schedule 6 - Form of Change Request: Template for requesting and documenting changes
7. Schedule 7 - Security Requirements: Detailed security standards and procedures
8. Schedule 8 - Business Continuity Plan: Disaster recovery and service continuation procedures
9. Schedule 9 - Exit Plan: Procedures for contract termination and service transition
10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their roles
Authors
Information Technology
Professional Services
Telecommunications
Facilities Management
Business Process Outsourcing
Financial Services
Healthcare
Manufacturing
Energy and Utilities
Mining and Resources
Education
Government Services
Legal
Procurement
Operations
Finance
Risk and Compliance
Information Technology
Commercial
Service Delivery
Account Management
Project Management
Business Development
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Operations Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Account Executive
Project Manager
Business Development Manager
Technical Director
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