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Master Subcontract Agreement
"I need a Master Subcontract Agreement under Dutch law for an IT services company that will be engaging multiple software development subcontractors, with specific focus on data protection, intellectual property rights, and chain liability provisions."
1. Parties: Identification and details of the main contractor and subcontractor, including registered addresses and company details
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Scope of Agreement: Framework terms governing the overall relationship and future work orders
5. Ordering Process: Procedures for issuing, accepting, and managing work orders under the master agreement
6. Subcontractor Obligations: Core responsibilities and commitments of the subcontractor
7. Main Contractor Obligations: Core responsibilities and commitments of the main contractor
8. Quality Standards: Required quality levels and performance standards
9. Pricing and Payment: Framework for pricing, invoicing, and payment terms
10. Intellectual Property Rights: Ownership and usage rights of IP created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Insurance: Required insurance coverage and minimum limits
14. Term and Termination: Duration of the agreement and termination provisions
15. Force Majeure: Handling of circumstances beyond parties' reasonable control
16. Dispute Resolution: Procedures for resolving disputes between parties
17. Governing Law: Application of Dutch law and jurisdiction
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Data Protection: Detailed GDPR compliance terms, required when personal data processing is involved
2. Health and Safety: Specific health and safety requirements, essential for construction or industrial work
3. Environmental Compliance: Environmental obligations and standards, important for projects with environmental impact
4. Security Requirements: IT or physical security requirements, needed for sensitive projects or locations
5. Personnel Requirements: Specific qualifications or vetting requirements for subcontractor personnel
6. Warranties: Additional warranties beyond standard obligations, relevant for specific types of work
7. Chain Liability Provisions: Detailed provisions regarding chain liability, important when sub-subcontractors might be involved
8. Export Control: Export control compliance, needed for international operations or restricted goods/services
1. Schedule 1 - Rate Card: Standard rates and pricing structure for services
2. Schedule 2 - Service Levels: Detailed service level requirements and KPIs
3. Schedule 3 - Technical Requirements: Technical specifications and standards for deliverables
4. Schedule 4 - Form of Work Order: Template for individual work orders under the master agreement
5. Schedule 5 - Approved Subcontractors: List of pre-approved sub-subcontractors if applicable
6. Schedule 6 - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
7. Schedule 7 - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Schedule 8 - Change Control Procedure: Process for managing changes to work orders or the master agreement
Authors
Construction
Information Technology
Manufacturing
Professional Services
Engineering
Telecommunications
Facilities Management
Industrial Services
Energy
Infrastructure
Transportation
Defense
Legal
Procurement
Operations
Commercial
Finance
Risk & Compliance
Supply Chain
Project Management Office
Business Development
Vendor Management
Procurement Manager
Legal Counsel
Contract Manager
Commercial Director
Operations Director
Project Manager
Risk Manager
Compliance Officer
Supply Chain Manager
Chief Financial Officer
General Counsel
Business Development Manager
Vendor Manager
Chief Operating Officer
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