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This Master Service Agreement And Statement of Work is designed for use in commercial relationships where one party provides ongoing services to another under Irish law. The document comprises two key components: a master agreement that sets out the general terms and conditions governing the overall relationship, and a statement of work framework that allows parties to agree on specific projects or service engagements. It's particularly suitable for long-term service arrangements where multiple projects or service phases are anticipated. The agreement incorporates Irish legal requirements and EU regulations, including GDPR compliance, making it appropriate for use by both domestic and international businesses operating in Ireland. The structure allows for flexibility in service delivery while maintaining clear accountability and risk allocation between parties.

1. Parties: Identification of the contracting parties, including full legal names, registered addresses, and company registration numbers

2. Background: Context of the agreement, relationship between parties, and general purpose of the services arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement and SOW

4. Services: General framework for service provision, service standards, and delivery requirements

5. Statement of Work Process: Process for creating, approving, and amending Statements of Work

6. Fees and Payment: General payment terms, invoicing procedures, expenses, and payment disputes

7. Personnel and Resources: Requirements for personnel, qualifications, and resource allocation

8. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

9. Confidentiality: Protection and handling of confidential information

10. Data Protection: GDPR compliance and data handling requirements

11. Warranties and Representations: Standard warranties regarding services, capability, and authority

12. Liability and Indemnification: Limitation of liability and indemnification obligations

13. Term and Termination: Duration of agreement, renewal terms, and termination rights

14. Force Majeure: Rights and obligations during events beyond reasonable control

15. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement