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Master Framework Agreement
"I need a Master Framework Agreement for an IT services relationship where my company will be the service provider offering cloud computing and managed services to enterprise clients in Australia, with the first subsidiary agreement expected to commence in March 2025."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the parties' intentions to establish a framework for future dealings
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules for interpretation
4. Structure and Scope: Explains the framework nature of the agreement and its relationship with subsidiary agreements
5. Term and Termination: Duration of the framework agreement, renewal provisions, and circumstances for termination
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Prices and Payment: General pricing principles, payment terms, and invoicing requirements
8. Performance Standards: Overall quality standards and service levels applicable to all transactions
9. Governance and Relationship Management: Management structure, meeting requirements, and escalation procedures
10. Intellectual Property Rights: General provisions regarding IP ownership and licensing
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Risk allocation between parties and limitation of liability provisions
13. Insurance: Required insurance coverage and minimum limits
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection and Privacy: Required when personal data processing is involved or when compliance with Privacy Act is relevant
2. Information Security: Include when dealing with sensitive data or IT services
3. Business Continuity: Important for critical services or long-term strategic relationships
4. Environmental Compliance: Include when environmental impacts or sustainability are relevant
5. Anti-Bribery and Corruption: Important for international dealings or high-risk industries
6. Modern Slavery Compliance: Required when dealing with supply chains or when either party is subject to modern slavery reporting requirements
7. Change Control: Include when the relationship is likely to require formal change management processes
8. Transition and Exit: Important for complex services or when continuity of service is critical
1. Schedule 1 - Subsidiary Agreement Template: Template for individual agreements to be entered into under the framework
2. Schedule 2 - Pricing Structure: Detailed pricing mechanisms, rates, and review processes
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methodology
4. Schedule 4 - Governance Procedures: Detailed procedures for relationship management and issue resolution
5. Schedule 5 - Technical Requirements: Technical specifications or standards applicable across all services
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors and related terms
8. Appendix A - Contact Details: Key contacts and notification details for both parties
9. Appendix B - Form of Parent Company Guarantee: Standard form of parent company guarantee if required
Authors
Affiliate
Agreement
Applicable Law
Australian Consumer Law
Authorized Representative
Background IP
Business Day
Change Control
Charges
Commencement Date
Confidential Information
Contract Year
Control
Customer
Customer Data
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Group
GST
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Milestone
Notice
Order
Parent Company Guarantee
Performance Standards
Personal Information
Personnel
Privacy Laws
Project
Purchase Order
Related Body Corporate
Renewal Term
Representative
Schedule
Security Requirements
Service Credits
Service Levels
Services
Site
Specifications
Statement of Work
Subsidiary Agreement
Supplier
Term
Third Party
Variation
Warranty Period
Work Order
Background
Definitions
Structure and Framework
Ordering Process
Duration and Term
Termination
Pricing
Payment
Performance Standards
Service Levels
Delivery
Acceptance
Quality Assurance
Governance
Reporting
Audit Rights
Personnel
Subcontracting
Intellectual Property
Data Protection
Privacy
Confidentiality
Security
Insurance
Liability
Indemnification
Force Majeure
Change Control
Dispute Resolution
Compliance
Anti-Bribery
Modern Slavery
Business Continuity
Transition
Exit Management
Assignment
Notices
Variation
Severability
Entire Agreement
Governing Law
Jurisdiction
Information Technology
Professional Services
Manufacturing
Telecommunications
Financial Services
Healthcare
Construction
Mining and Resources
Retail
Logistics and Supply Chain
Energy and Utilities
Business Process Outsourcing
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Supply Chain
Vendor Management
Business Development
Strategy
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Chief Financial Officer
Chief Operating Officer
Head of Commercial
Risk Manager
Compliance Officer
Business Development Director
Supply Chain Manager
Vendor Management Lead
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