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The Master Relationship Agreement is designed for businesses seeking to establish a structured, long-term commercial relationship under Dutch law. It provides a comprehensive framework that governs all aspects of the business relationship while allowing flexibility for specific services or transactions to be agreed upon through separate agreements. This type of agreement is particularly valuable when parties anticipate multiple transactions or ongoing services over time, as it eliminates the need to negotiate standard terms repeatedly. The document incorporates requirements from Dutch contract law, including provisions from the Burgerlijk Wetboek, and addresses key areas such as data protection, competition law, and commercial practices specific to the Netherlands. It typically includes detailed governance structures, risk allocation mechanisms, and procedures for entering into subsequent specific agreements.

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship objectives, and structure of the contractual framework

3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents

4. Scope and Structure: Overall scope of the relationship and structure of subsequent agreements

5. Term and Termination: Duration of the agreement, renewal provisions, termination rights and consequences

6. Governance and Relationship Management: Management structure, meeting cadence, escalation procedures, and relationship principles

7. General Obligations: Key obligations of both parties, including cooperation, good faith, and compliance requirements

8. Service Agreement Process: Process for entering into specific service agreements or statements of work

9. Pricing and Payment Terms: General principles for pricing, payment terms, invoicing, and dispute resolution

10. Intellectual Property Rights: Ownership and licensing of IP, including background and foreground IP

11. Confidentiality: Protection and handling of confidential information

12. Data Protection and Security: GDPR compliance, data handling requirements, and security standards

13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

14. Force Majeure: Definition of force majeure events and consequences

15. General Provisions: Standard boilerplate clauses including notices, assignment, amendment, severability

16. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for dispute resolution