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Master Vendor Agreement
"I need a Master Vendor Agreement for an IT service provider who will have access to our customer data and provide cloud storage services starting March 2025; the agreement must have strong data protection provisions and meet GDPR requirements under German law."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Description of goods/services to be provided by the vendor
5. Term and Termination: Duration of the agreement and termination provisions
6. Ordering Process: Procedures for placing and accepting orders
7. Prices and Payment Terms: Pricing structure, invoicing, and payment conditions
8. Service Levels: Performance standards and measurement criteria
9. Warranty and Quality Requirements: Quality standards and warranty provisions
10. Liability and Indemnification: Allocation of risks and liability limitations
11. Confidentiality: Protection of confidential information
12. Data Protection: GDPR compliance and data processing terms
13. Force Majeure: Provisions for unforeseeable circumstances
14. Governing Law and Jurisdiction: Application of German law and dispute resolution
15. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when the services involve creation or use of intellectual property
2. Insurance Requirements: Specific insurance obligations for high-risk services or products
3. Environmental Compliance: Required for vendors dealing with environmental sensitive goods or services
4. Audit Rights: Detailed audit provisions for critical vendors or regulated industries
5. Business Continuity: Required for critical service providers or long-term relationships
6. Compliance with Anti-Corruption Laws: Important for international vendors or high-risk jurisdictions
7. Personnel and Subcontractors: Required when vendor personnel will work on-site or subcontractors will be used
8. Change Management: Important for complex services or long-term relationships
9. Exit Management: Required for complex services or where transition is critical
1. Schedule 1 - Service Description: Detailed description of goods/services to be provided
2. Schedule 2 - Pricing Schedule: Detailed pricing information and calculation methods
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement criteria
4. Schedule 4 - Data Processing Agreement: Detailed GDPR-compliant data processing terms
5. Schedule 5 - Operational Procedures: Detailed operational processes and procedures
6. Schedule 6 - Form of Order: Template for individual orders under the agreement
7. Schedule 7 - Contact Details: Key contacts and escalation procedures
8. Schedule 8 - Technical Requirements: Technical specifications and requirements
9. Appendix A - Information Security Requirements: Detailed IT security requirements and standards
Authors
Affiliate
Agreement
Applicable Law
Business Day
Confidential Information
Contract Year
Customer
Customer Materials
Damages
Data Protection Laws
Defect
Deliverables
Delivery Location
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Intellectual Property Rights
Key Personnel
Materials
Order
Party/Parties
Personal Data
Personnel
Price
Purchase Order
Quality Standards
Related Agreements
Representatives
Schedule
Services
Service Levels
Service Credits
Specifications
Subcontractor
Term
Territory
Third Party
Vendor
Vendor Systems
Working Hours
Term
Supply Obligations
Ordering Process
Delivery
Acceptance
Price and Payment
Service Levels
Quality Standards
Performance Monitoring
Warranties
Customer Obligations
Vendor Personnel
Subcontracting
Intellectual Property
Data Protection
Information Security
Confidentiality
Audit Rights
Record Keeping
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Assignment and Transfer
Notices
Compliance with Laws
Anti-Corruption
Environmental Compliance
Business Continuity
Entire Agreement
Severability
Amendments
Governing Law
Jurisdiction
Manufacturing
Technology
Retail
Financial Services
Healthcare
Telecommunications
Automotive
Energy
Professional Services
Construction
Logistics
Consumer Goods
Legal
Procurement
Supply Chain
Finance
Operations
Risk Management
Compliance
Information Technology
Information Security
Business Operations
Commercial
Procurement Manager
Legal Counsel
Commercial Director
Supply Chain Manager
Vendor Management Officer
Contract Manager
Chief Procurement Officer
Risk Manager
Compliance Officer
Operations Director
Category Manager
Sourcing Specialist
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