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Master Supplier Agreement
"I need a Master Supplier Agreement for a software development company based in Dublin, providing IT services to financial institutions, with strong emphasis on data protection, cybersecurity standards, and service level commitments."
1. Parties: Identifies the contracting parties with full legal names and registered addresses
2. Background: Sets out the context of the agreement and basic commercial intent of the parties
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Scope of Agreement: Establishes the framework for supply arrangements and ordering process
5. Supply of Goods/Services: Details the core obligations regarding the provision of goods/services
6. Quality Standards: Specifies required quality standards and compliance requirements
7. Ordering Process: Details the process for placing and accepting orders
8. Delivery and Acceptance: Specifies delivery terms, timelines, and acceptance procedures
9. Pricing and Payment: Sets out pricing structure, payment terms, and invoicing requirements
10. Term and Termination: Specifies duration, renewal provisions, and termination rights
11. Warranties and Representations: Details warranties given by both parties
12. Liability and Indemnification: Establishes liability limits and indemnification obligations
13. Confidentiality: Protects confidential information exchanged under the agreement
14. Data Protection: Addresses GDPR compliance and data protection obligations
15. Force Majeure: Deals with circumstances beyond parties' reasonable control
16. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Service Levels: Include when specific performance metrics need to be maintained
2. Insurance: Include when specific insurance requirements need to be maintained
3. Intellectual Property: Include when IP rights need to be addressed, particularly for services or custom goods
4. Personnel and Subcontractors: Include when supplier's personnel will be working on customer sites or when subcontracting needs to be regulated
5. Business Continuity: Include for critical supplies or services requiring disaster recovery planning
6. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
7. Environmental Requirements: Include when environmental standards or sustainability requirements are important
8. Change Control: Include when formal process for changes to goods/services is required
9. Transition and Exit: Include when complex transition arrangements may be needed at termination
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods and/or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, measurement metrics, and related remedies
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Contact Details and Representatives: Key contacts and authorized representatives for both parties
6. Schedule 6 - Technical Requirements: Detailed technical specifications or requirements
7. Schedule 7 - Data Processing Agreement: Detailed data protection obligations if personal data is processed
8. Schedule 8 - Business Continuity Requirements: Detailed business continuity and disaster recovery requirements
9. Appendix A - Agreed Subcontractors: List of pre-approved subcontractors if applicable
Authors
Manufacturing
Technology
Retail
Healthcare
Financial Services
Professional Services
Construction
Energy
Telecommunications
Transport and Logistics
Food and Beverage
Pharmaceuticals
Industrial Supply
Consumer Goods
Legal
Procurement
Supply Chain
Operations
Finance
Risk and Compliance
Commercial
Vendor Management
Contract Management
Chief Procurement Officer
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Operations Director
Chief Financial Officer
Risk Manager
Vendor Manager
Category Manager
Sourcing Manager
Commercial Manager
Supply Chain Manager
General Counsel
Head of Legal
Chief Operating Officer
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