This IT transitional services agreement is in relation to an acquisition whereby the Seller will provide transitional IT services to the Buyer / Target on the same basis as before the acquisition. This is drafted in favour of the Buyer.
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The Service Agreement - Information Technology (IT) Work is a document that outlines the terms and conditions for the provision of IT services by the seller to the buyer. The agreement is important as it establishes a legal framework for the relationship between the parties and ensures that both parties are aware of their rights and obligations.
The document begins with an interpretation section, which defines key terms used throughout the agreement. This section ensures that both parties have a clear understanding of the terminology used in the document.
The agreement then proceeds to outline the services to be provided by the seller. It specifies that the seller shall provide the services to the buyer or relevant member of the buyer's group, subject to the payment of service charges. This section ensures that both parties are aware of the scope of the services to be provided.
Next, the agreement sets out the rights and obligations of the seller. The seller is required to provide the services with professional skill and care, or procure the provision of the services to the same standards as they were provided within the seller's group immediately prior to the effective date. The seller is also prohibited from unauthorized access or interference with the buyer's communications systems, information technology systems, or data. The seller is required to cooperate with the buyer in implementing reasonable security arrangements to prevent unauthorized access.
The buyer's obligations are then outlined in the agreement. The buyer is required to give or procure access to its facilities or premises to the seller or its employees and subcontractors as necessary for the provision of the services. The buyer is also prohibited from unauthorized access or interference with the seller's communications systems, information technology systems, or data. The buyer is required to cooperate with the seller in implementing reasonable security arrangements to prevent unauthorized access.
The agreement also addresses changes to the seller's systems. If specific items of hardware or software are specified in the agreement, the seller is required to use them. The seller is prohibited from decommissioning, replacing, or changing any of its information technology or communications systems without the prior written consent of the buyer.
The agreement then sets out the payment terms. The buyer is required to pay the service charges to the seller or the seller's nominee. The payment terms are specified in Schedule 2 of the agreement. The service charges are fixed and not subject to any increase unless agreed upon in writing by both parties. The buyer may be required to provide proof of any charges incurred by the seller or allow the buyer to audit the seller's records to ensure the accuracy of the charges.
The agreement also addresses liability. The seller is required to indemnify the buyer against any loss, liability, or cost resulting from a breach of the agreement.
Confidentiality provisions are included in the agreement to protect the confidential information of both parties. Each party is required to keep confidential the terms of the agreement and any information disclosed by the other party. Exceptions to the confidentiality obligations are specified in the agreement.
The agreement also addresses intellectual property rights. The seller assigns all intellectual property rights in the developed intellectual property to the buyer. The seller also grants the buyer a non-exclusive license to use proprietary software and third-party software necessary for the provision of the services.
The duration of the agreement is specified, and termination provisions are included. Either party may terminate the agreement in certain circumstances, including material breach by the other party. The consequences of termination are outlined, including the return or destruction of confidential information and the survival of certain clauses.
The agreement also includes provisions regarding third-party consents, data protection, assignment and other dealings, notices and service, force majeure, legal relationship, costs and expenses, entire agreement, amendment, severability, waivers, remedies cumulative, supremacy of agreement, counterparts, and no rights under contracts for third parties. The governing law and jurisdiction are also specified in the agreement.
In summary, the Service Agreement - Information Technology (IT) Work is a comprehensive document that establishes the terms and conditions for the provision of IT services. It addresses important aspects such as the scope of services, payment terms, liability, confidentiality, intellectual property rights, termination, and other key provisions.
To use the Service Agreement - Information Technology (IT) Work, follow these steps:
1. Review the entire agreement to understand the rights and obligations of both parties.
2. Ensure that the agreement accurately reflects the details of the services to be provided, including any specific hardware or software requirements.
3. Enter the names and addresses of the parties in the agreement, ensuring that their principal places of business are correctly stated.
4. Specify the service charges and payment terms in Schedule 2 of the agreement.
5. Consider any additional service level terms or technical support terms that may be relevant to your specific agreement and include them in Schedule 1 if necessary.
6. If the agreement is for a fixed term, specify the duration of the agreement and any renewal provisions. If the agreement is terminable, ensure that the termination provisions are clear and fair.
7. If any changes are made to the agreement, ensure that they are documented in writing and signed by both parties.
8. Keep a copy of the fully executed agreement for your records.
Please note that this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a legal professional to ensure compliance with applicable laws and regulations.