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Master Fee Protection Agreement
"I need a Master Fee Protection Agreement for an Australian construction company protecting progress payments for a large infrastructure project, with monthly reporting requirements and specific provisions for multiple subcontractor payments starting from March 2025."
1. Parties: Identifies and defines all parties to the agreement, including the fee payer, fee recipient, and any escrow agent or trustee
2. Background: Explains the context and purpose of the agreement, including the nature of the underlying commercial relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Fee Protection Structure: Details the mechanism for protecting fees, including trust arrangements or escrow requirements
5. Payment Terms: Specifies the timing, method, and conditions for fee payments and releases
6. Security Arrangements: Outlines the security measures protecting the fees, including trust account details or escrow mechanisms
7. Obligations of Parties: Lists specific duties and responsibilities of each party under the agreement
8. Reporting and Reconciliation: Details requirements for regular reporting, auditing, and reconciliation of protected fees
9. Default and Remedies: Specifies what constitutes default and the available remedies
10. Termination: Outlines conditions and process for terminating the agreement
11. Confidentiality: Establishes confidentiality obligations regarding the agreement and protected information
12. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Multi-Currency Provisions: Required when fee protection involves multiple currencies
2. Third-Party Rights: Needed when third parties have enforceable rights under the agreement
3. Insurance Requirements: Include when specific insurance coverage is required for protected fees
4. Step-In Rights: Required when parties need rights to step in and manage fee arrangements in specific circumstances
5. Force Majeure: Include when protection needed against unforeseeable circumstances
6. Anti-Money Laundering Compliance: Required for high-value or international fee protection arrangements
7. Data Protection: Include when personal data processing is involved in fee protection
8. Electronic Banking Provisions: Required when electronic payment systems are used for fee protection
1. Schedule 1 - Fee Structure: Detailed breakdown of fees subject to protection
2. Schedule 2 - Payment Mechanics: Specific procedures and timelines for fee payments and releases
3. Schedule 3 - Account Details: Protected account specifications and authorized signatories
4. Schedule 4 - Reporting Requirements: Templates and timeframes for required reports
5. Schedule 5 - Security Documentation: Forms and requirements for security arrangements
6. Appendix A - Notice Forms: Standard forms for various notices under the agreement
7. Appendix B - Compliance Certificates: Templates for periodic compliance certification
8. Appendix C - Calculation Methodology: Detailed explanation of fee calculations and adjustments
Authors
Administrator
Applicable Law
Approved Bank
Authorised Representative
Business Day
Commencement Date
Confidential Information
Default Event
Default Notice
Designated Account
Dispute
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Fee Protection Mechanism
Fee Protection Period
Fee Schedule
Fees
Force Majeure Event
Insolvency Event
Interest Rate
Notice
Payment Date
Payment Instructions
Protected Amount
Protected Fees
Protection Period
Regulatory Authority
Release Conditions
Release Date
Release Notice
Security Agent
Security Interest
Security Period
Security Trust
Services
Termination Date
Termination Event
Trust Account
Trust Property
Trustee
Working Day
Appointment
Fee Protection Mechanism
Trust Arrangements
Payment Terms
Security
Bank Accounts
Reporting
Representations and Warranties
Covenants
Default
Remedies
Set-Off
Interest
Currency
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Confidentiality
Data Protection
Anti-Money Laundering
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Termination
Survival
Costs and Expenses
Indemnification
Electronic Banking
Record Keeping
Compliance
Authority and Capacity
Financial Services
Construction
Professional Services
Education
Real Estate
Infrastructure
Mining
Healthcare
Technology Services
Consulting
Legal
Finance
Treasury
Compliance
Risk Management
Commercial Operations
Contract Administration
Account Management
Corporate Services
Business Development
Chief Financial Officer
Financial Controller
Legal Counsel
Compliance Manager
Treasury Manager
Contract Manager
Risk Manager
Account Director
Commercial Director
Operations Manager
Project Manager
Finance Director
Company Secretary
Business Development Manager
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