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Professional Services Retainer Agreement
1. Parties: Identification of the service provider and client, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the retainer arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Services: General description of professional services covered under the retainer arrangement
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights
6. Retainer Fee and Payment Terms: Structure of retainer fees, payment schedules, and handling of additional charges
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Service Levels: Expected standards of service and performance metrics
10. Intellectual Property Rights: Ownership and usage rights of any IP created during service provision
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: GDPR compliance and data handling requirements
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Handling of events beyond reasonable control
15. Governing Law and Jurisdiction: Confirmation of Danish law governance and dispute resolution procedures
16. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Non-Competition: Restrictions on competitive activities, used when services involve sensitive market information
2. Personnel and Subcontractors: Rules regarding use of specific personnel or subcontractors, used when service delivery depends on particular individuals
3. Insurance: Specific insurance requirements, used for high-risk or regulated services
4. Compliance with Laws: Specific regulatory compliance obligations, used in regulated industries
5. Service Credits: Performance-based fee adjustments, used in SLA-driven arrangements
6. Audit Rights: Client's right to audit service provider, used in regulated industries or for critical services
7. Business Continuity: Disaster recovery and business continuity requirements, used for critical ongoing services
8. Exit Assistance: Transition support upon termination, used for complex or critical services
1. Schedule 1 - Detailed Service Description: Comprehensive list and description of services covered under the retainer
2. Schedule 2 - Fee Schedule: Detailed breakdown of retainer fees, hourly rates, and additional charges
3. Schedule 3 - Service Levels and KPIs: Detailed service level agreements and key performance indicators
4. Schedule 4 - Key Personnel: List of key personnel assigned to provide the services
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Contact Details and Notice Information: Key contacts and communication protocols
7. Appendix A - Form of Work Order: Template for ordering additional services beyond retainer scope
8. Appendix B - Reporting Requirements: Templates and requirements for service reporting
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