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Single Supplier Framework Agreement
"I need a Single Supplier Framework Agreement for an IT services provider who will supply software development services and maintenance support to our Australian financial services company, with special attention to data security and financial services regulations."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and high-level commercial objectives
3. Definitions and Interpretation: Defined terms and interpretation principles
4. Term and Extension: Duration of the framework agreement and extension mechanisms
5. Framework Arrangement: Core provisions establishing the framework and relationship principles
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Supply Obligations: Supplier's core obligations for providing goods/services
8. Customer Obligations: Customer's responsibilities and commitments
9. Pricing and Payment: Price structure, payment terms, and invoicing requirements
10. Performance Standards: Required service levels and quality standards
11. Compliance and Audit: Regulatory compliance requirements and audit rights
12. Intellectual Property: IP ownership, licenses, and protections
13. Confidentiality: Protection and handling of confidential information
14. Liability and Indemnities: Risk allocation between parties
15. Insurance: Required insurance coverage and obligations
16. Termination: Termination rights and procedures
17. Dispute Resolution: Process for resolving disputes
18. General Provisions: Standard boilerplate clauses
1. Data Protection: Required when personal data processing is involved in the services
2. Security Requirements: Needed for agreements involving IT systems or sensitive information
3. Business Continuity: Important for critical services or high-value relationships
4. Environmental Compliance: Required for environmentally sensitive goods or services
5. Modern Slavery Compliance: Needed for supply chains with modern slavery risks
6. Import/Export Controls: Required for international supply arrangements
7. Anti-Bribery and Corruption: Important for high-risk jurisdictions or government-adjacent services
8. Change Control: Needed for complex or long-term arrangements requiring flexibility
9. Transition and Exit: Important for complex services requiring detailed exit planning
1. Schedule 1 - Goods and Services Description: Detailed specification of goods/services covered by the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and charging mechanism
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement methodology
4. Schedule 4 - Ordering Procedure: Detailed process for placing and fulfilling orders
5. Schedule 5 - Key Personnel: Details of key staff and roles from both parties
6. Schedule 6 - Form of Order: Template document for placing orders under the framework
7. Schedule 7 - Governance: Detailed governance structure and processes
8. Schedule 8 - Change Control Procedure: Detailed process for managing changes to the agreement
9. Schedule 9 - Security Requirements: Detailed security obligations and standards
10. Schedule 10 - Exit Plan: Detailed procedures for contract termination and transition
Authors
Agreement
Applicable Law
Australian Consumer Law
Background IP
Business Day
Change Control
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Deliverables
Delivery Location
Dispute
Effective Date
Extension Period
Force Majeure Event
Framework
Good Industry Practice
Goods
GST
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Losses
Material Breach
Order
Order Form
Performance Standards
Personal Information
Price List
Privacy Laws
Purchase Order
Related Body Corporate
Representatives
Schedule
Security Requirements
Services
Service Credits
Service Levels
Specifications
Supplier
Supplier Personnel
Term
Territory
Third Party Materials
Working Hours
Term and Extension
Framework Principles
Ordering Process
Supply Obligations
Performance Standards
Quality Assurance
Acceptance Testing
Pricing and Payment
Invoicing
GST
Customer Obligations
Delivery
Title and Risk
Intellectual Property
Data Protection
Confidentiality
Privacy
Security
Personnel
Subcontracting
Audit Rights
Record Keeping
Compliance with Laws
Anti-corruption
Modern Slavery
Work Health and Safety
Environmental Compliance
Insurance
Liability
Indemnity
Force Majeure
Change Control
Dispute Resolution
Termination
Exit Management
Assignment and Novation
Notices
Governing Law
Entire Agreement
Variation
Severability
Waiver
Relationship of Parties
Survival
Information Technology
Manufacturing
Professional Services
Construction
Healthcare
Telecommunications
Financial Services
Energy and Utilities
Retail
Transportation and Logistics
Education
Government and Public Sector
Legal
Procurement
Commercial
Supply Chain
Operations
Finance
Risk and Compliance
Business Development
Vendor Management
Procurement Manager
Commercial Manager
Contract Manager
Legal Counsel
Supply Chain Manager
Chief Procurement Officer
Operations Director
Category Manager
Vendor Manager
Risk Manager
Compliance Officer
Business Unit Director
Finance Manager
General Counsel
Commercial Director
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