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The Service Agreement - Long Term is a document that outlines the terms and conditions for the provision of various services by the provider to the customer. This agreement is important as it establishes a legal framework for the relationship between the parties involved 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 there is clarity and understanding of the terminology used.
The agreement then outlines the services to be provided by the provider. It specifies the nature of the services and any exclusivity or priority arrangements. It also addresses the authority of the provider to act on behalf of the customer and the qualifications and skills required of the provider's personnel.
The customer's obligations are also detailed in the agreement. These include providing access to the location and necessary information or records for the provider to perform its duties. The customer is also required to respond to reasonable requests for guidance, instruction, or information from the provider.
The agreement further addresses the service fees to be paid by the customer. It specifies the payment terms and any review of the fees. It also clarifies that the fees are exclusive of any applicable value-added tax.
Liability provisions are included in the agreement to ensure that the provider exercises due care and skill in carrying out its services. The provider is required to indemnify the customer against any loss or liability arising from negligence.
The agreement also includes provisions for force majeure, termination, and the nature of the agreement. It specifies the duration of the agreement and the circumstances under which either party can terminate it. It also addresses the assignment of obligations and the non-creation of a partnership.
Confidentiality and intellectual property provisions are included to protect the parties' interests. The agreement prohibits the disclosure of confidential information and grants a license for the use of intellectual property rights.
The document concludes with provisions for notices, arbitration, and the proper law governing the agreement. It also includes schedules that outline the specific services to be provided and the corresponding service fees.
Overall, the Service Agreement - Long Term is a comprehensive document that covers all aspects of the relationship between the provider and the customer. It ensures that both parties are aware of their rights and obligations, and provides a framework for the provision of services.
1. Enter the necessary information: Fill in the names and principal places of business of both parties in the agreement. This ensures clear identification of the parties involved.
2. Specify the services, exclusivity, and priority: Clearly describe the type of services to be provided by the provider. If there are any exclusivity or priority arrangements, make sure to include them in the agreement.
3. Address authority and qualifications: Specify the authority of the provider to act on behalf of the customer and any qualifications or skills required of the provider's personnel.
4. Provide necessary information to the customer: The provider should provide the customer with up-to-date and accurate information related to the services upon request.
5. Respond promptly to customer requests: The provider should make all reasonable efforts to respond promptly to customer requests for information during business hours.
7. Notify of delays or problems: The provider should promptly notify the customer of any expected delays or problems in providing the services. This allows the customer to be informed and make necessary arrangements.
8. Comply with laws and regulations: The provider should ensure compliance with all applicable laws and regulations, including those related to anti-bribery, anti-corruption, and data protection.
9. Ensure access and safety: The customer should ensure that the provider's personnel have full and free access to the location and take necessary steps to ensure their safety.
10. Respond to provider's requests: The customer should respond to reasonable requests for guidance, instruction, or information from the provider to enable them to perform their services.
11. Pay service fees on time: The customer should pay the service fees specified in the agreement within the specified timeframe.
12. Exercise due care and skill: The provider should exercise all due care and skill in carrying out their services. If there is any breach or non-performance, the customer can require the provider to carry out remedial services.
13. Notify of force majeure: If either party is affected by force majeure, they should promptly notify the other party and provide details of the circumstances.
14. Termination: The agreement can be terminated by either party for various reasons, as specified in the agreement. Follow the termination procedures outlined in the agreement.
15. Maintain confidentiality: Both parties should ensure the confidentiality of each other's business, affairs, customers, clients, and suppliers. Confidential information should only be disclosed as permitted by the agreement.
16. Respect intellectual property rights: The provider retains ownership of their intellectual property rights. The customer is granted a license to use the provider's intellectual property rights for the duration of the service period.
17. Follow proper notice procedures: Any notices required under the agreement should be in writing and served in accordance with the specified methods and addresses.
18. Seek legal advice if needed: If there are any uncertainties or disputes, it is advisable to seek legal advice to ensure compliance with the agreement and applicable laws.
Please note that this guidance is a summary and does not cover all the details and nuances of the agreement. It is recommended to carefully review the entire agreement and consult legal professionals for specific advice and guidance.