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Supplier Agreement
"I need a Supplier Agreement for a technology hardware manufacturer who will be supplying custom-built servers to our data centers in Australia, with the first delivery expected in March 2025; the agreement needs to include strong IP protection clauses and quality control measures."
1. Parties: Identification and details of the supplier and customer entities
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Term and Renewal: Duration of the agreement and renewal provisions
5. Supply Obligations: Core obligations of the supplier regarding goods/services provision
6. Customer Obligations: Core obligations of the customer including access, information and cooperation
7. Ordering Process: Procedures for placing and accepting orders
8. Pricing and Payment: Fees, payment terms, invoicing requirements and payment disputes
9. Quality and Standards: Required quality standards, specifications and acceptance criteria
10. Delivery and Risk: Delivery terms, transfer of risk and title
11. Warranties: Supplier warranties regarding goods/services and general warranties
12. Insurance and Liability: Insurance requirements and limitation of liability provisions
13. Intellectual Property: Ownership and licensing of IP rights
14. Confidentiality: Protection of confidential information
15. Termination: Termination rights and consequences
16. Dispute Resolution: Process for resolving disputes
17. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Data Protection and Privacy: Required if personal data is processed or stored
2. Service Levels: Include for service agreements requiring specific performance standards
3. Business Continuity: Required for critical supply arrangements
4. Environmental Compliance: Include if supply involves environmental considerations
5. Modern Slavery Compliance: Required if within scope of Modern Slavery Act
6. Security Requirements: Include if supplier requires access to customer systems or facilities
7. Change Control: Required for complex or long-term supply arrangements
8. Staff and Subcontractors: Include if supplier personnel will be involved in delivery
9. Import/Export Compliance: Required for international supply arrangements
10. Work Health and Safety: Include if supply involves on-site works or safety risks
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, rates and payment milestones
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement methodology
4. Schedule 4 - Customer Requirements: Specific customer standards, policies and procedures
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Form of Purchase Order: Standard form for ordering goods/services
7. Schedule 7 - Insurance Requirements: Detailed insurance types and coverage levels
8. Schedule 8 - Transition Plan: Implementation or transition-in requirements
9. Appendix A - Technical Specifications: Detailed technical requirements and standards
10. Appendix B - Site Requirements: Specific requirements for customer site access and work
Authors
Applicable Laws
Associated Documentation
Authorized Representative
Background IP
Business Day
Change Control Process
Commencement Date
Confidential Information
Contract Material
Customer
Customer Materials
Defect
Deliverables
Delivery Location
Delivery Date
Dispute
Force Majeure Event
Good Industry Practice
Goods
GST
Intellectual Property Rights
Key Personnel
Laws
Loss
Material Breach
Modern Slavery
Notice
Order
Personnel
Price
Purchase Order
Quality Standards
Related Body Corporate
Representative
Services
Service Levels
Specifications
Subcontractor
Supplier
Supplier Material
Term
Territory
Third Party Material
Variation
Warranty Period
WHS Laws
Background
Definitions
Term and Renewal
Supply Obligations
Ordering Process
Delivery
Title and Risk
Quality Requirements
Acceptance Testing
Pricing
Invoicing
Payment Terms
Performance Standards
Warranties
Customer Obligations
Personnel
Subcontracting
Intellectual Property
Confidentiality
Privacy and Data Protection
Work Health and Safety
Modern Slavery Compliance
Insurance
Liability and Indemnity
Force Majeure
Termination
Exit Rights
Dispute Resolution
Assignment
Change Control
Notices
Governing Law
Variation
Entire Agreement
Severability
Waiver
Business Continuity
Record Keeping
Audit Rights
Anti-Bribery and Corruption
Environmental Compliance
General Provisions
Manufacturing
Technology
Retail
Construction
Professional Services
Healthcare
Mining
Agriculture
Telecommunications
Transport and Logistics
Energy and Utilities
Financial Services
Education
Food and Beverage
Legal
Procurement
Commercial
Finance
Operations
Supply Chain
Risk and Compliance
Contract Management
Vendor Management
Project Management
Procurement Manager
Commercial Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Operations Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Category Manager
Vendor Manager
Business Development Manager
Project Manager
General Manager
Chief Operating Officer
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