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Sub Vendor Agreement
"I need a Sub Vendor Agreement for a Canadian IT consulting company that will be providing software development services to our major telecommunications client, with strict data protection requirements and the ability to add multiple statements of work starting January 2025."
1. Parties: Identification of the primary vendor and sub-vendor, including full legal names and addresses
2. Background: Context of the agreement, relationship to primary client agreement, and purpose of the sub-vendor arrangement
3. Definitions: Key terms used throughout the agreement, including specific industry terminology and defined contract terms
4. Scope of Services: Detailed description of services/deliverables to be provided by the sub-vendor
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Payment Terms: Fees, payment schedule, invoicing requirements, and tax considerations
7. Performance Standards: Required service levels, quality standards, and performance metrics
8. Compliance with Primary Agreement: Sub-vendor's obligations to comply with primary client agreement requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property Rights: Ownership and licensing of IP created during service provision
11. Data Protection and Privacy: Compliance with privacy laws and data handling requirements
12. Warranties and Representations: Standard warranties regarding services, authority to contract, and compliance
13. Indemnification: Mutual indemnification obligations and liability allocation
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard legal provisions including governing law, notices, and amendment process
1. Security Requirements: Specific security protocols and requirements, used when handling sensitive data or systems
2. Disaster Recovery: Business continuity and disaster recovery requirements, important for critical services
3. Personnel Requirements: Specific qualifications, clearances, or training required for sub-vendor staff
4. Environmental Compliance: Environmental standards and requirements, relevant for services with environmental impact
5. Export Control: Export control compliance requirements, needed for international services or technology transfer
6. Social Media and Public Communications: Guidelines for public communications and social media usage, important for customer-facing services
7. Change Control Process: Formal process for managing changes to services or requirements, useful for complex service arrangements
8. Transition Services: Requirements for service transition at start and end of agreement, important for complex service arrangements
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and technical requirements
2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and rate cards
3. Schedule C - Service Levels: Detailed service level agreements, metrics, and measurement methods
4. Schedule D - Primary Agreement Flow-Down Provisions: Relevant provisions from primary client agreement that apply to sub-vendor
5. Schedule E - Security Requirements: Detailed security protocols, requirements, and compliance standards
6. Schedule F - Required Insurance: Detailed insurance requirements and coverage limits
7. Appendix 1 - Key Personnel: List of key personnel and their roles/responsibilities
8. Appendix 2 - Approved Subcontractors: List of approved lower-tier subcontractors, if applicable
9. Appendix 3 - Forms and Templates: Standard forms for reporting, invoicing, and other routine communications
Authors
Information Technology
Construction
Professional Services
Manufacturing
Telecommunications
Healthcare
Financial Services
Energy and Utilities
Consulting
Engineering
Transportation and Logistics
Defense and Aerospace
Legal
Procurement
Supply Chain
Vendor Management
Operations
Finance
Risk Management
Compliance
Commercial
Project Management
Procurement Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Vendor Management Officer
Chief Financial Officer
Project Manager
Operations Director
Risk Management Officer
Compliance Officer
Commercial Director
Business Development Manager
Chief Operating Officer
General Counsel
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