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Shared Services Agreement
1. Parties: Identification of the service provider and service recipient(s), including company details and registration numbers
2. Background: Context of the agreement, relationship between parties, and general purpose of the shared services arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement, interpretation rules, and order of precedence
4. Services Scope: Detailed description of services to be provided, service categories, and general service obligations
5. Service Levels and KPIs: Performance standards, measurement criteria, and reporting requirements
6. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and cost allocation methods
7. Governance and Management: Service management structure, reporting lines, escalation procedures, and review processes
8. Data Protection and Security: GDPR compliance, data processing terms, security requirements, and confidentiality obligations
9. Staff and Resources: Personnel obligations, key staff provisions, training requirements, and resource management
10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created IP
11. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
12. Term and Termination: Duration, renewal options, termination rights, and consequences of termination
13. Exit and Migration: Exit planning, knowledge transfer, and transition assistance obligations
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, force majeure, and notices
1. Change Control: Procedures for managing changes to services or agreement terms - include if services are likely to evolve significantly
2. Business Continuity and Disaster Recovery: Recovery procedures and continuity planning - include for critical services
3. Compliance and Audit Rights: Regulatory compliance obligations and audit provisions - include for regulated industries
4. Asset Transfer: Terms for transfer of assets between parties - include if physical or digital assets are being transferred
5. Third Party Rights: Rights of third parties under the agreement - include if services affect third party beneficiaries
6. Insurance: Insurance requirements and obligations - include for high-risk services
7. Anti-corruption and Ethics: Compliance with anti-corruption laws and ethical standards - include for international arrangements
8. Environmental Compliance: Environmental obligations and sustainability requirements - include if environmentally sensitive
9. Subcontracting: Terms for appointment and management of subcontractors - include if subcontracting is anticipated
1. Service Description: Detailed specifications of each service category and delivery requirements
2. Service Levels and KPIs: Detailed performance metrics, measurement methods, and service credit regime
3. Charges: Detailed pricing structure, rate cards, and cost allocation methodology
4. Governance Procedures: Detailed governance framework, meeting schedules, and reporting requirements
5. Data Processing Agreement: Detailed GDPR-compliant data processing terms and security requirements
6. Staff and Key Personnel: Details of key staff, roles, responsibilities, and any TUPE implications
7. Form of Service Request: Template for requesting additional or modified services
8. Business Continuity Plan: Detailed continuity and disaster recovery procedures
9. Exit Plan: Detailed exit management and transition procedures
10. Authorized Subcontractors: List of approved subcontractors and their roles
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