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Operating Service Agreement Template for Canada

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Key Requirements PROMPT example:

Operating Service Agreement

"I need an Operating Service Agreement for IT infrastructure management services, including 24/7 support and disaster recovery requirements, to be provided to our Canadian healthcare facilities starting March 2025."

Document background
The Operating Service Agreement is a crucial commercial contract used when a business entity requires external operational support or wishes to outsource specific operational functions. This agreement, governed by Canadian law, establishes a detailed framework for service delivery, performance standards, and commercial terms. It is particularly relevant in scenarios where ongoing operational services are critical to business functions, requiring clear definition of service levels, responsibilities, and compliance requirements. The document addresses key aspects such as service scope, performance metrics, pricing, risk allocation, and regulatory compliance, while incorporating relevant Canadian federal and provincial legal requirements. This type of agreement is essential for businesses looking to formalize long-term operational service relationships while ensuring proper risk management and clear accountability structures.
Suggested Sections

1. Parties: Identification of the service provider and customer, including full legal names and addresses

2. Background: Context of the agreement, business relationship, and purpose of the services

3. Definitions: Defined terms used throughout the agreement

4. Services Scope: Detailed description of services to be provided and service boundaries

5. Service Provider Obligations: Key responsibilities and commitments of the service provider

6. Customer Obligations: Requirements and responsibilities of the customer

7. Service Levels: Performance standards, metrics, and measurement methodology

8. Fees and Payment: Pricing structure, payment terms, invoicing, and payment disputes

9. Personnel: Requirements for service delivery team, key personnel, and subcontractors

10. Intellectual Property: Ownership and usage rights of IP created or used in service delivery

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: Data handling, privacy obligations, and compliance requirements

13. Liability and Indemnification: Risk allocation, liability caps, and indemnification obligations

14. Term and Termination: Duration, renewal, termination rights, and exit provisions

15. Force Majeure: Handling of events beyond reasonable control

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Change Management: Process for requesting and implementing changes to services or terms, used in complex service arrangements

2. Disaster Recovery: Business continuity and disaster recovery requirements, essential for critical services

3. Transition Services: Implementation and handover process, needed for complex service transitions

4. Security Requirements: Specific security protocols and compliance, important for technology or data-intensive services

5. Audit Rights: Customer's right to audit service provider's compliance, important for regulated industries

6. Insurance: Specific insurance requirements, important for high-risk services

7. Environmental Compliance: Environmental standards and obligations, relevant for services with environmental impact

8. Service Credits: Financial consequences for service level failures, used in SLA-driven agreements

Suggested Schedules

1. Schedule A - Service Description: Detailed technical and operational specifications of services

2. Schedule B - Service Levels: Detailed service level metrics, measurement methods, and reporting requirements

3. Schedule C - Pricing and Fees: Detailed fee structure, rates, and payment terms

4. Schedule D - Key Personnel: List of key personnel and their roles

5. Schedule E - Technical Requirements: Technical specifications, systems, and infrastructure requirements

6. Schedule F - Implementation Plan: Timeline and milestones for service implementation

7. Schedule G - Governance: Management structure, meeting schedule, and escalation procedures

8. Schedule H - Form of Reports: Templates and formats for required service reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































Clauses






































Relevant Industries

Information Technology

Facilities Management

Manufacturing

Logistics and Supply Chain

Business Process Outsourcing

Healthcare Services

Professional Services

Energy and Utilities

Telecommunications

Real Estate Management

Relevant Teams

Operations

Legal

Procurement

Finance

Risk Management

Compliance

Commercial

Project Management

Account Management

Business Development

Service Delivery

Vendor Management

Relevant Roles

Chief Operating Officer

Operations Manager

Procurement Manager

Contract Manager

Legal Counsel

Commercial Director

Service Delivery Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Project Manager

Account Manager

Vendor Manager

Business Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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