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Vendor Master Agreement
"I need a Vendor Master Agreement to establish a relationship with multiple IT hardware suppliers across Europe, with specific provisions for data security and quarterly performance reviews, to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Description of services/goods to be provided
5. Pricing and Payment Terms: Commercial terms, payment schedules, and invoicing requirements
6. Term and Termination: Duration of agreement and termination provisions
7. Obligations of the Parties: Key responsibilities and commitments of both vendor and customer
8. Confidentiality: Protection of confidential information and trade secrets
9. Liability and Indemnification: Risk allocation between parties, limitation of liability, and indemnification obligations
10. Governing Law and Jurisdiction: Applicable law (England and Wales) and dispute resolution mechanisms
1. Data Protection: GDPR compliance provisions, data processing terms, and privacy requirements
2. Intellectual Property Rights: IP ownership, licensing terms, and protection of pre-existing IP
3. Insurance: Insurance requirements and minimum coverage levels
4. Service Levels: Performance metrics, service standards, and remedies for failure
5. Change Control: Process for managing changes to services, specifications, or terms
6. Force Majeure: Provisions for handling events beyond reasonable control of the parties
7. Anti-Bribery and Corruption: Compliance with anti-corruption laws and ethical business practices
8. Modern Slavery Compliance: Compliance with Modern Slavery Act and related obligations
1. Schedule 1 - Services Description: Detailed specification of services/goods to be provided
2. Schedule 2 - Pricing: Detailed pricing structure, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed performance metrics, KPIs, and service credit regime
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and obligations
5. Schedule 5 - Change Control Procedure: Detailed process for managing and implementing changes
6. Schedule 6 - Key Personnel: List of key staff, roles, and responsibilities
7. Schedule 7 - Exit Plan: Transition arrangements and obligations upon termination
8. Schedule 8 - Required Insurance: Detailed insurance requirements and coverage levels
Authors
Agreement
Applicable Law
Background IPR
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Foreground IPR
Good Industry Practice
Goods
Group
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Order
Personal Data
Purchase Order
Representatives
Services
Service Levels
Specification
Statement of Work
Supplier Personnel
Term
Territory
Third Party
VAT
Vendor Materials
Working Hours
Supply Obligations
Ordering Process
Pricing and Payment
Invoicing
Delivery
Quality Standards
Service Levels
Key Performance Indicators
Audit Rights
Warranties
Compliance with Laws
Anti-Bribery
Modern Slavery
Data Protection
Confidentiality
Intellectual Property Rights
Non-Solicitation
Insurance
Liability
Indemnification
Force Majeure
Business Continuity
Change Control
Termination Rights
Exit Management
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law and Jurisdiction
Health and Safety
Environmental Compliance
Records and Reports
Personnel and Key Staff
Security Requirements
Competition Law Compliance
Relationship Management
Entire Agreement
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