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The following services are expressly excluded from scope: [LIST EXCLUDED SERVICES].
Customer Sites/Entities Receiving Services. Vendor will provide the Services to the following Customer sites: [LIST SITES].
The Customer entities receiving the Services under the [services agreement] [MSA] will be: [LIST ENTITIES].
130 Ch. 3 Negotiations: Strategy and Process
Permits/Licenses/Consents. [Customer] [Vendor will have [administrative] [financial responsibility for all governmental and third party operating, discharge, release and other permits, licenses and consents required [or desirable] in connection with the provision and receipt of the Services.
[MAY NEED TO DISTINGUISH BETWEEN GOVERNMENT CONSENTS/APPROVAL AND THIRD-PARTY CONSENTS APPROVALS.]
[ADD LANGUAGE RE: LIENS IF APPLICABLE]
Projects. Vendor will have the following project responsibilities: [DESCRIBE PROJECTS IF APPLICABLE].
The fees for the projects are [included] [not included] in the [base fees].
Contract Administration. Vendor will have [administrative] [financial] responsibility for the third-party contracts specified in Exhibit __ .
Transition of Employees. [DETERMINE WHETHER CUSTOMER EMPLOYEES WILL BE TRANSFERRED TO VENDOR OR VENDOR SUBCONTRACTOR; IF SO, DETERMINE TERMS OF HIRING BY VENDOR; ALLOCATE SEVERANCE/REDUNDANCY RESPONSIBILITIES.]
Staffing. [SPECIFY ANY SPECIAL STAFFING REQUIREMENTS; ANY RESTRICTIONS ON SUBCONTRACTING.]
Purchase of Assets/Facility(ies). Vendor will purchase from Customer the following [assets] [facility(ies)]: [LIST ASSETS/FACILITY(IES)].
Vendor will pay to Customer the following amounts in consideration of such purchase on [SPECIFY DATE]: [SPECIFY PURCHASE PRICE].
Service Levels. Vendor will perform the Services in accordance with [SPECIFY SERVICE LEVELS].
If Vendor fails to meet the service levels specified above, [DESCRIBE CONSEQUENCES FOR PERFORMANCE FAILURE].
[Service levels credits shall not be an exclusive remedy.]
Customer Responsibilities. Customer will retain the following responsibilities: [DESCRIBE RETAINED RESPONSIBILITIES OF CUSTOMER, E.G., PROVISION OF SPACE, OFFICE EQUIPMENT, SUPPLIES].
Pricing. In consideration for providing the Services, Customer will pay to Vendor the following amounts: [DESCRIBE PRICING STRUCTURE].
Payment Terms. Vendor will deliver an invoice on or about the [first] day of each month for the Services [to be performed during such month] [performed during the preceding month] and each such invoice will be due within [FILL IN NUMBER OF DAYS] of receipt by Customer.
Taxes. Except for Vendor’s obligation to pay employee-related taxes and taxes owed by Vendor measured by the net income of Vendor, all pay-
Appendix 3.1 Model Term Sheet 131
ments of compensation made by Customer hereunder will [be exclusive of] [include] any withholdings and of any federal, state or local sales or use tax, or any other tax or similar charge based on or measured by Vendor’s gross receipts. [DISCUSS STATE LAW CONCERNS.]
Benchmarking. [DESCRIBE ANY BENCHMARKING OR CUSTOMER SATISFACTION PROVISIONS.]
Proprietary Rights. Customer Intellectual Property: Customer will grant to Vendor a nonexclusive right to use any intellectual property owned or licensed by Customer and used in connection with the provision of the Services.
Vendor Intellectual Property: Vendor will grant to Customer a nonexclusive right to use any intellectual property owned or licensed by Vendor and used in connection with the provision of the Services. [DETERMINE RIGHTS DURING TERM AND AFTER EXPIRATION/TERMINATION.]
Developments: All intellectual property developed by Vendor as part of the Services will become the property of [Customer] [Vendor].
[Tools: Vendor will retain all right, title, and interest in and to any and all ideas, concepts, know-how, development tools, methodologies, processes, procedures, technologies, or algorithms (“Tools”), which are based on trade secrets or proprietary information of Vendor.]
Audits. Verification of Fees: Upon reasonable notice from Customer, Vendor will provide Customer access to all relevant documentation and facilities for the purpose of confirming that fees billed are in accordance with the terms of the [services agreement] [MSA].
Access: Upon reasonable notice from Customer, Vendor will provide Customer access to all relevant facilities and equipment for the purpose of auditing the services and service levels.
Termination. By Vendor: Vendor will have the right to terminate the [services agreement] [MSA] if: (1) Customer fails to pay any amounts due or (2) Customer enters into bankruptcy.
By Customer: Customer will have the right to terminate the [services agreement] [MSA] if: (1) Vendor fails to perform any of its material obligations and does not cure such default within [SPECIFY NUMBER OF DAYS] or (2) Vendor enters into bankruptcy.
[SPECIFY ANY OTHER TERMINATION RIGHTS, E.G., TERMINATION FOR CONVENIENCE.]
Rights upon Termination. Vendor will provide transition services to be agreed to Vendor for up to [SPECIFY NUMBER OF DAYS] [before] [after] the effective date of termination for up to of the Service Agreement.