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Vendor Master Agreement
"I need a Vendor Master Agreement under Australian law for a technology supplier who will be providing both software and hardware maintenance services, with strict data security requirements and service level commitments, planned to commence from March 2025."
1. Parties: Identification of the contracting parties and their legal status
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Scope: Establishment of vendor relationship and general scope of goods/services
5. Ordering Process: Procedures for placing and accepting purchase orders
6. Delivery and Performance: Requirements for delivery of goods/services and performance standards
7. Quality Requirements: Quality standards, inspections, and acceptance criteria
8. Pricing and Payment: Price determination, invoicing, and payment terms
9. Term and Termination: Duration of agreement and termination rights
10. Warranties: Vendor warranties regarding goods/services and general business conduct
11. Intellectual Property: IP ownership, licenses, and protection obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification obligations
14. Insurance: Required insurance coverage and limits
15. Compliance with Laws: Obligations to comply with applicable laws and regulations
16. Dispute Resolution: Process for resolving disputes between parties
17. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Data Protection: Specific obligations for handling personal data when vendor processes personal information
2. Security Requirements: IT and physical security requirements for vendors with access to systems or facilities
3. Business Continuity: Business continuity and disaster recovery requirements for critical vendors
4. Environmental Requirements: Environmental compliance and sustainability requirements for relevant vendors
5. Modern Slavery Compliance: Specific obligations regarding modern slavery for vendors in high-risk industries or locations
6. Import/Export Controls: Compliance requirements for international trade when applicable
7. Subcontracting: Rules and restrictions on use of subcontractors when permitted
8. Service Levels: Detailed service level requirements for service providers
9. Key Personnel: Requirements for key personnel when specific expertise is critical
1. Schedule 1 - Goods and Services: Detailed description of goods/services covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Detailed service levels and KPIs with measurement methodology
4. Schedule 4 - Technical Requirements: Technical specifications and standards for goods/services
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Insurance Requirements: Detailed insurance requirements and minimum coverage
7. Schedule 7 - Order Form Template: Standard form for placing orders under the agreement
8. Schedule 8 - Locations: Delivery locations or service provision sites
9. Appendix A - Contact Details: Key contacts and notice details for both parties
Authors
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Construction
Mining
Energy
Telecommunications
Transport and Logistics
Education
Agriculture
Defense
Government
Legal
Procurement
Supply Chain
Operations
Finance
Risk and Compliance
Commercial
Vendor Management
Strategic Sourcing
Contract Management
Chief Procurement Officer
Procurement Manager
Supply Chain Manager
Commercial Manager
Contract Manager
Legal Counsel
General Counsel
Risk Manager
Operations Manager
Finance Manager
Vendor Relationship Manager
Category Manager
Sourcing Manager
Compliance Officer
Chief Financial Officer
Chief Operating Officer
Project Manager
Business Unit Head
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