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Service Framework Agreement
"I need a Service Framework Agreement under Swiss law for providing IT infrastructure and cloud services to multiple European clients, with strong data protection provisions and flexibility to add new services through service orders starting March 2025."
1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: General framework for services to be provided, including process for adding/removing services
5. Service Orders: Process for requesting, accepting and executing individual service orders under the framework
6. Service Provider's Obligations: Key obligations, service standards, and compliance requirements
7. Client's Obligations: Client's responsibilities and cooperation requirements
8. Fees and Payment Terms: Pricing structure, invoicing, and payment terms
9. Term and Termination: Duration, renewal, and termination provisions
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Data Protection: Compliance with Swiss data protection laws and data handling procedures
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. General Provisions: Standard clauses including notices, amendments, assignment, severability
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
1. Insurance: Required when services involve significant risks or regulatory requirements
2. Service Levels: Include when specific performance metrics and KPIs are needed
3. Business Continuity: Required for critical services or regulated industries
4. Compliance with Laws: Detailed section needed for regulated industries or specific compliance requirements
5. Anti-Corruption: Important for international services or public sector clients
6. Environmental, Social and Governance: Include when ESG commitments are important to parties
7. Subcontracting: Required when service provider may need to subcontract services
8. Change Control: Include for complex services requiring formal change management
9. Exit Assistance: Important for services requiring transition upon termination
1. Schedule 1 - Service Description: Detailed description of service categories covered by the framework
2. Schedule 2 - Pricing and Payment Terms: Detailed fee structure, rates, and payment mechanisms
3. Schedule 3 - Service Level Agreement: Performance metrics, reporting requirements, and remedies
4. Schedule 4 - Data Processing Agreement: Detailed data protection and processing terms compliant with Swiss law
5. Schedule 5 - Contact Details and Escalation: Key contacts and escalation procedures
6. Schedule 6 - Form of Service Order: Template for individual service orders under the framework
7. Schedule 7 - Security Requirements: IT and physical security requirements if applicable
8. Appendix A - Insurance Requirements: Required insurance coverage and limits
9. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Information Technology
Professional Services
Management Consulting
Facilities Management
Business Process Outsourcing
Healthcare Services
Financial Services
Manufacturing
Logistics and Supply Chain
Engineering Services
Telecommunications
Research and Development
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Business Development
Service Delivery
Account Management
Project Management
Legal Counsel
Procurement Manager
Commercial Director
Contract Manager
Chief Financial Officer
Chief Operating Officer
Head of Legal
Business Development Manager
Operations Manager
Risk Manager
Compliance Officer
Service Delivery Manager
Account Manager
Project Manager
General Counsel
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