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Prime Vendor Agreement
"Need a Prime Vendor Agreement for a technology hardware supplier who will be our exclusive provider across North America, with minimum purchase commitments of $5M annually starting March 2025 and including specific provisions for emergency supply chain disruptions."
1. Parties: Identifies and defines all parties to the agreement, including legal names and addresses
2. Background/Recitals: Provides context and purpose of the agreement, including the relationship between parties
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Details the products/services to be provided by the vendor
5. Pricing and Payment Terms: Specifies pricing structure, payment schedules, and invoicing requirements
6. Term and Termination: Defines agreement duration and termination conditions
7. Performance Standards: Establishes KPIs, service levels, and quality requirements
8. Warranties: Specifies product/service warranties and guarantees
1. Exclusivity: Defines terms of exclusive arrangement between parties, including scope and duration of exclusivity
2. Volume Commitments: Specifies minimum purchase requirements and any associated volume-based incentives or penalties
3. Intellectual Property Rights: Addresses ownership, usage rights, and protection of intellectual property in the vendor relationship
4. Data Protection: Specifies requirements for handling, storing, and protecting sensitive data and personal information
1. Product/Service Schedule: Detailed list of products/services covered under the agreement, including specifications
2. Pricing Schedule: Detailed pricing information, including volume discounts, payment terms, and pricing adjustments
3. Service Level Agreement: Detailed performance metrics, service levels, and remedies for non-compliance
4. Quality Assurance Requirements: Specific quality standards, testing procedures, and acceptance criteria
5. Delivery Schedule: Delivery timeframes, logistics requirements, and shipping terms
6. Compliance Requirements: Industry-specific compliance standards, certifications, and regulatory requirements
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