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Master Procurement Agreement
1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, relationship between the parties, and general purpose of the framework
3. Definitions: Defined terms used throughout the agreement, including technical and commercial terms
4. Scope and Structure: Overview of the procurement framework, relationship hierarchy, and contract structure
5. Ordering Process: Procedures for placing orders, acceptance, and confirmation under the framework
6. Delivery Terms: Terms governing delivery, acceptance criteria, and transfer of risk
7. Prices and Payment: Pricing mechanism, payment terms, invoicing requirements, and price adjustment provisions
8. Quality and Compliance: Quality standards, specifications, warranties, and compliance requirements
9. Supplier Obligations: Key responsibilities and commitments of the supplier
10. Customer Obligations: Key responsibilities and commitments of the customer
11. Title and Risk: Transfer of ownership and risk allocation between parties
12. Intellectual Property: IP rights, licenses, and related protections
13. Confidentiality: Protection of confidential information and trade secrets
14. Data Protection: GDPR compliance and data processing obligations
15. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
16. Force Majeure: Events excusing performance and related procedures
17. Term and Termination: Duration, renewal, termination rights, and consequences of termination
18. Governing Law and Disputes: Choice of law, jurisdiction, and dispute resolution procedures
19. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Environmental Compliance: Additional environmental requirements and sustainability commitments, used when procurement involves environmental considerations
2. Social Responsibility: Corporate social responsibility requirements, used when parties have specific CSR commitments
3. Security Requirements: Specific security protocols and requirements, used when dealing with sensitive goods or information
4. Import/Export Controls: Specific provisions for international trade compliance, used in cross-border procurement
5. Regulatory Compliance: Industry-specific regulatory requirements, used in regulated sectors
6. Service Levels: Service level agreements and KPIs, used when procurement includes services
7. Business Continuity: Business continuity and disaster recovery requirements, used for critical supply relationships
8. Audit Rights: Extended audit and inspection rights, used for critical or high-value procurement
9. Subcontracting: Specific provisions governing use of subcontractors, used when subcontracting is permitted
1. Schedule 1 - Goods and Services: Detailed description of goods and/or services covered under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including rate cards and price adjustment mechanisms
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule 4 - Ordering Procedure: Detailed procedures for placing and processing orders
5. Schedule 5 - Technical Specifications: Detailed technical requirements and specifications
6. Schedule 6 - Key Personnel: List of key personnel and their roles
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Schedule 8 - Form of Purchase Order: Template purchase order form
9. Schedule 9 - Data Processing Agreement: GDPR-compliant data processing terms
10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
Authors
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Confidential Information
Customer
Customer Materials
Data Protection Laws
Defect
Delivery
Delivery Date
Delivery Location
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Group
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Material Adverse Effect
Order
Personal Data
Price
Purchase Order
Quality Standards
Renewal Period
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Term
Third Party
VAT
Working Hours
Change
Completion
Control
Dispute
Emergency
Insolvency Event
Insurance Policies
Interest Rate
KPIs
Liability Cap
Notice
Parent Company
Payment Terms
Records
Related Agreement
Security Requirements
Subcontractor
Technical Requirements
Territory
Warranty Period
Scope
Term and Duration
Ordering Process
Delivery
Acceptance
Price and Payment
Invoicing
Quality Requirements
Performance Standards
Service Levels
Warranties
Title and Risk
Intellectual Property
Confidentiality
Data Protection
Personnel
Subcontracting
Audit Rights
Record Keeping
Compliance
Anti-Corruption
Insurance
Liability
Indemnification
Force Majeure
Change Control
Termination
Exit Management
Assignment and Transfer
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Competition Law
Environmental Compliance
Health and Safety
Business Continuity
Import/Export Control
Security Requirements
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