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IT Services Framework Agreement


This IT Services Framework Agreement template enables a supplier of IT services to establish a facility with a client whereby from time to time the client can place an order with the supplier on pre-agreed standard terms (a “framework” or “call-off” agreement).

The data protection provisions in this document have been updated with reference to the UK GDPR.

The template takes the form of an agreement containing core terms and conditions to apply to each order, including the ordering procedure to be followed by the client when they decide to place an order (a "call off" order). Those core terms apply to any order, irrespective of the particular type/s of service that the supplier provides to a client.

In addition, the template provides for a set of additional terms to apply to the particular type of service that the client might order from time to time. When an order is placed for that particular type of IT service, the additional terms for it will then automatically apply in conjunction with the core terms.

If the client might require more than one type of IT service, one or more further Schedules of additional terms, each covering a particular type of service, can be attached before both parties sign the IT Services Framework Agreement. For this purpose this subfolder includes several template Schedules of additional terms, each designed to cover a particular type of IT service.

These various templates do not require the client to place any order at all, and to that extent the document and its schedules do not in themselves create any obligation on the client. It is only as and when the client chooses to place an order that there will be a binding contract for the supplier to supply and the client to pay for the particular type and quantity of services covered by the order.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This IT Services Framework Agreement contains the following clauses:

1. Definitions

2. Purpose of Agreement

3. Term

4. Scope of Agreement

5. Relevant Call Off Terms

6. Data Protection

7. Data Processing

8. Force Majeure

9. Termination

10. Relationship of the Parties

11. Assignment and Subcontracting

12. Entire Agreement

13. Severance

14. No Waiver

15. Third Party Rights

16. Notices

17. Law and Jurisdiction

and the following schedules:

Schedule 1 – Ordering Procedure

Annex (Order Form)

Schedule 2 – Software Development and Licensing Terms, Software Support & Maintenance Terms, IT Support Service Levels, Hardware and Software Services Terms, or any other suitable set of terms

[Schedule 3 etc]

This IT Services Framework Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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