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Sales And Service Agreement
"I need a Sales and Service Agreement for my software company to supply enterprise management software and ongoing maintenance services to Australian corporate clients, with specific provisions for data protection and service level guarantees."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement, relationship between parties, and general purpose
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Term and Commencement: Duration of agreement, commencement date, and renewal provisions
5. Sales Terms: Terms governing the sale of goods including ordering, delivery, title, and risk
6. Service Terms: Scope of services, service levels, and performance standards
7. Pricing and Payment: Pricing for goods and services, payment terms, invoicing, and price adjustment mechanisms
8. Warranties and Customer Guarantees: Product and service warranties, ACL guarantees, and quality commitments
9. Intellectual Property: IP ownership, licenses, and protection of both parties' intellectual property
10. Confidentiality: Protection and handling of confidential information
11. Liability and Indemnities: Limitation of liability, indemnities, and insurance requirements
12. Termination: Termination rights, consequences, and post-termination obligations
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Data Protection and Privacy: Required if personal data is collected or processed as part of the sales or services
2. Performance Metrics: Include when specific KPIs or service levels need to be measured and reported
3. Training and Support: Required if the agreement includes product training or ongoing technical support
4. Territory and Exclusivity: Include when there are geographic restrictions or exclusive rights granted
5. Change Management: Required for long-term agreements where scope or requirements might change
6. Disaster Recovery: Include for critical services or where business continuity is essential
7. Personnel Requirements: Required if specific qualifications or security clearances are needed for service delivery
8. Compliance and Audit Rights: Include when regulatory compliance or performance auditing is necessary
1. Schedule 1 - Products and Pricing: Detailed list of products, specifications, and pricing structure
2. Schedule 2 - Service Specifications: Detailed description of services, delivery methods, and technical requirements
3. Schedule 3 - Service Levels: Specific service level agreements, KPIs, and measurement methods
4. Schedule 4 - Support Services: Details of support services, response times, and escalation procedures
5. Schedule 5 - Locations: Delivery locations, service locations, and geographic coverage
6. Schedule 6 - Personnel: Key personnel, qualifications, and roles
7. Appendix A - Order Form Template: Standard form for ordering products or services
8. Appendix B - Acceptance Testing: Testing procedures and acceptance criteria for products or services
9. Appendix C - Report Templates: Templates for required reporting and performance monitoring
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Construction
Telecommunications
Software and IT
Industrial Equipment
Consumer Goods
Automotive
Energy and Utilities
Financial Services
Education
Hospitality
Legal
Commercial
Procurement
Sales
Operations
Service Delivery
Customer Success
Risk and Compliance
Supply Chain
Business Development
Account Management
Contract Administration
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Manager
Service Delivery Manager
Account Executive
Chief Commercial Officer
Supply Chain Manager
Vendor Manager
Risk Manager
Compliance Officer
Customer Success Manager
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