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Master Agreement And Sub Agreement
"I need a Master Agreement and Sub Agreement structure for an IT services company providing cloud solutions to Australian healthcare providers, with particular emphasis on data privacy compliance and service level commitments."
1. Parties: Identification of all contracting parties, including ABN/ACN and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the master agreement structure
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the master agreement and sub-agreements, and rules of interpretation
4. Structure and Precedence: Hierarchy between master agreement and sub-agreements, order of precedence in case of conflicts
5. Term and Termination: Duration of the master agreement, renewal provisions, and termination rights
6. Sub-Agreement Process: Procedure for creating, executing, and managing sub-agreements
7. General Rights and Obligations: Core obligations and rights applicable to all sub-agreements
8. Payment Terms: Standard payment terms, invoicing procedures, and financial obligations
9. Confidentiality: Protection and handling of confidential information
10. Intellectual Property: Ownership and licensing of IP rights
11. Liability and Indemnities: Limitation of liability and indemnification provisions
12. Insurance: Required insurance coverage and obligations
13. Dispute Resolution: Process for resolving disputes under the master agreement or sub-agreements
14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection and Privacy: Detailed privacy obligations when personal data processing is involved
2. Compliance with Laws: Specific regulatory compliance requirements for regulated industries
3. Security Requirements: IT and physical security requirements for technology or facilities-related agreements
4. Business Continuity: Business continuity and disaster recovery requirements for critical services
5. Performance Metrics: KPIs and service levels when applicable to the relationship
6. Audit Rights: Audit provisions for regulated industries or complex service arrangements
7. Anti-Bribery and Corruption: Additional compliance requirements for international business or government contracts
8. Modern Slavery Compliance: Required for businesses subject to Modern Slavery Act reporting requirements
1. Template Sub-Agreement: Standard form sub-agreement template to be used for specific services or transactions
2. Pricing Schedule: Standard rates, fees, and pricing mechanisms applicable across sub-agreements
3. Service Levels: Standard service levels and performance metrics applicable across sub-agreements
4. Security Requirements: Detailed security protocols and requirements
5. Insurance Requirements: Detailed insurance requirements and minimum coverage levels
6. Approved Subcontractors: List of pre-approved subcontractors and their scope of work
7. Change Control Procedure: Process for implementing changes to the master agreement or sub-agreements
8. Dispute Resolution Procedure: Detailed steps and timeframes for dispute resolution
9. Form of Notice: Template notices for key contract communications
10. Governance Framework: Detailed governance structure and meeting requirements
Authors
Information Technology
Professional Services
Financial Services
Telecommunications
Manufacturing
Healthcare
Construction
Energy and Utilities
Logistics and Supply Chain
Consulting Services
Outsourcing Services
Real Estate
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Business Development
Account Management
Project Management
Supply Chain
Vendor Management
Chief Legal Officer
General Counsel
Contract Manager
Procurement Manager
Commercial Director
Legal Counsel
Chief Financial Officer
Chief Operating Officer
Head of Commercial
Risk Manager
Compliance Officer
Business Development Director
Account Director
Operations Manager
Project Manager
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