The Service Framework Agreement is designed for situations where organizations require a flexible but structured approach to procuring services over an extended period. This contract type is particularly useful when the exact scope, timing, or volume of services cannot be determined at the outset, but a consistent set of terms and conditions is desired. Under English and Welsh law, it provides a master agreement that governs the overall relationship while allowing for individual services to be commissioned through call-off contracts. The framework typically includes detailed provisions for service standards, pricing mechanisms, performance monitoring, and risk allocation, making it suitable for complex service arrangements across various sectors.
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Key Requirements PROMPT example:
Service Framework Agreement
"Need a Service Framework Agreement for providing cloud computing and IT support services to multiple subsidiaries across Europe, with an initial term starting March 2025 and flexible call-off arrangements for specific project requirements."
1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Description of services to be provided under the framework
5. Term and Termination: Duration of agreement and termination provisions
6. Charges and Payment: Pricing structure and payment terms
7. Service Standards: Quality standards and performance metrics
8. Liability and Insurance: Risk allocation and insurance requirements
9. Confidentiality: Protection of confidential information
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: Required when personal data is processed as part of the services
2. Intellectual Property: Required when IP is created or licensed as part of the services
3. Change Control: Required for complex or long-term arrangements to manage changes to services
4. Force Majeure: Required when specific risk allocation for unforeseen circumstances is needed
1. Schedule 1 - Services Description: Detailed specification of services to be provided under the framework
2. Schedule 2 - Charges: Detailed pricing structure and rates for services
3. Schedule 3 - Service Levels: Performance metrics and KPIs for service delivery
4. Schedule 4 - Call-Off Terms: Terms and conditions for individual service orders under the framework
5. Schedule 5 - Form of Call-Off Contract: Template agreement for individual service orders
6. Schedule 6 - Data Processing Agreement: Detailed terms governing processing of personal data if required
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