Master Framework Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Master Framework Agreement is designed for business relationships where parties anticipate multiple transactions or ongoing services over time. It is particularly suited for complex commercial arrangements in Australia where a single overarching agreement is needed to govern multiple subsidiary agreements or purchase orders. The document establishes standard terms and conditions, governance structures, and operational procedures while complying with Australian legal requirements. It includes provisions for pricing mechanisms, service levels, risk allocation, and dispute resolution, creating efficiency by avoiding the need to negotiate these terms for each transaction. This agreement type is commonly used in long-term strategic partnerships, supplier relationships, and service delivery arrangements where flexibility and scalability are required while maintaining consistent legal and commercial principles.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Professional Services

Manufacturing

Telecommunications

Financial Services

Healthcare

Construction

Mining and Resources

Retail

Logistics and Supply Chain

Energy and Utilities

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk and Compliance

Supply Chain

Vendor Management

Business Development

Strategy

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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