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Agreement Between Customer And Supplier
"I need an Agreement Between Customer And Supplier under Swiss law for a software development company providing custom enterprise solutions to financial institutions, with specific focus on data protection compliance and service level commitments."
1. Parties: Identification and details of the customer and supplier, including registered addresses and company details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods and/or services to be provided
5. Price and Payment Terms: Pricing structure, payment schedule, invoicing requirements, and VAT considerations
6. Delivery and Performance: Delivery terms, timelines, and acceptance procedures
7. Quality and Standards: Quality requirements and applicable technical standards
8. Warranties and Representations: Standard warranties for goods/services and legal compliance
9. Liability and Indemnification: Limitation of liability and indemnification provisions under Swiss law
10. Term and Termination: Duration of agreement and termination provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Swiss data protection laws (FADP)
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including severability and entire agreement
1. Intellectual Property Rights: Required when IP is created or transferred as part of the supply
2. Insurance: Needed for high-value or high-risk supplies
3. Personnel and Subcontractors: Important when supplier's personnel work on customer premises or subcontractors are involved
4. Export Control: Required for international trade of controlled goods
5. Service Levels: Necessary for ongoing service provisions with performance metrics
6. Change Management: Important for long-term or complex supply arrangements
7. Business Continuity: Required for critical supply relationships
8. Environmental Compliance: Relevant for supplies with environmental impact
9. Anti-Corruption: Important for international business or public sector customers
10. Source Code Escrow: Relevant for software supply agreements
1. Schedule 1 - Specification of Goods/Services: Detailed technical specifications and requirements
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and payment milestones
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria
4. Schedule 4 - Contact Details and Representatives: Key personnel and communication protocols
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures
6. Appendix A - Technical Documentation: Product manuals, technical specifications, or service procedures
7. Appendix B - Form of Purchase Order: Standard format for ordering goods/services
8. Appendix C - Acceptance Test Procedures: Procedures for accepting deliverables
9. Appendix D - Change Request Form: Template for requesting and documenting changes
Authors
Acceptance Criteria
Applicable Laws
Business Day
Confidential Information
Contract Price
Customer
Customer Materials
Defect
Deliverables
Delivery Date
Delivery Location
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Intellectual Property Rights
Key Personnel
Material Breach
Order
Payment Terms
Performance Standards
Personal Data
Purchase Order
Quality Standards
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Swiss Law
Term
Technical Requirements
VAT
Warranty Period
Working Hours
Scope of Supply
Ordering Process
Delivery
Acceptance Testing
Price and Payment
Invoicing
Quality Requirements
Performance Standards
Customer Obligations
Supplier Obligations
Warranties
Title and Risk
Intellectual Property
Data Protection
Confidentiality
Record Keeping
Audit Rights
Insurance
Liability and Indemnification
Force Majeure
Change Control
Term and Duration
Termination
Exit Management
Personnel and Subcontracting
Health and Safety
Environmental Compliance
Regulatory Compliance
Anti-Corruption
Export Control
Dispute Resolution
Governing Law
Assignment and Subcontracting
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Manufacturing
Technology and Software
Professional Services
Retail and Distribution
Industrial Equipment
Healthcare and Medical Devices
Construction and Engineering
Food and Beverage
Automotive
Electronics
Chemical and Materials
Telecommunications
Financial Services
Energy and Utilities
Legal
Procurement
Finance
Operations
Supply Chain
Commercial
Risk and Compliance
Quality Assurance
Sales
Business Development
Procurement Manager
Commercial Director
Supply Chain Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Purchasing Officer
Vendor Manager
Sales Director
Business Development Manager
Compliance Officer
Risk Manager
Quality Assurance Manager
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