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Master Agreement
"I need a Master Agreement for a technology services arrangement between our Hong Kong software company and multiple enterprise clients in Asia, with specific focus on data protection and service level commitments, to be implemented by March 2025."
1. Parties: Identifies and defines the contracting parties and their legal status
2. Background: Sets out the context and purpose of the master agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Structure and Scope: Outlines the framework of the master agreement and its relationship with subsequent transactions
5. Term and Termination: Specifies duration, renewal provisions, and termination rights
6. Ordering Process: Details the process for placing and accepting orders under the master agreement
7. Prices and Payment: Establishes pricing principles, payment terms, and invoicing requirements
8. Performance Standards: Sets out general quality and performance requirements
9. Warranties and Representations: Contains standard warranties and representations from both parties
10. Liability and Indemnification: Defines liability limits and indemnification obligations
11. Confidentiality: Establishes obligations regarding confidential information
12. Intellectual Property: Addresses ownership and usage rights of intellectual property
13. Force Majeure: Deals with circumstances beyond parties' reasonable control
14. Dispute Resolution: Sets out procedures for resolving disputes
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Compliance with Laws: Detailed compliance obligations when dealing with regulated industries or specific regulatory requirements
2. Data Protection: Specific provisions for handling personal data when significant data processing is involved
3. Insurance: Insurance requirements when specific coverage needs to be maintained
4. Security Requirements: For agreements involving IT systems or sensitive information access
5. Business Continuity: When service continuity is critical to the relationship
6. Environmental Compliance: For agreements with significant environmental impacts
7. Anti-Corruption: Detailed anti-corruption provisions for high-risk jurisdictions or industries
8. Parent Company Guarantee: When financial security from a parent company is required
1. Schedule 1 - Service Levels: Detailed performance metrics and service level requirements
2. Schedule 2 - Pricing Structure: Detailed pricing tables, calculation methodologies, and price adjustment mechanisms
3. Schedule 3 - Form of Order: Template for individual orders under the master agreement
4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications
5. Schedule 5 - Key Personnel: Details of key personnel and their roles when relevant
6. Schedule 6 - Governance: Detailed governance and escalation procedures
7. Appendix A - Contact Details: Contact information for key personnel and notices
8. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Agreement
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Group
Data Protection Laws
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Group
Hong Kong
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Order
Parent Company
Parties
Personal Data
Personnel
Purchase Order
Quarter
Related Persons
Representatives
Schedule
Services
Service Levels
Specifications
Statement of Work
Subsidiary
Supplier
Supplier Group
Term
Territory
Third Party
Working Hours
Definitions
Term and Duration
Framework Ordering Process
Service Provision
Performance Standards
Pricing and Payment
Invoicing
Quality Assurance
Compliance
Representations and Warranties
Obligations
Key Personnel
Record Keeping
Audit Rights
Intellectual Property
Data Protection
Confidentiality
Security Requirements
Force Majeure
Change Control
Liability
Indemnification
Insurance
Termination
Exit Management
Assignment and Subcontracting
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Relationship of Parties
Governing Law
Dispute Resolution
Anti-Corruption
Competition Law
Authority
Counterparts
Language
Financial Services
Technology
Manufacturing
Professional Services
Telecommunications
Healthcare
Retail
Logistics and Supply Chain
Construction
Energy
Media and Entertainment
Real Estate
Legal
Procurement
Commercial
Operations
Risk and Compliance
Finance
Business Development
Corporate Affairs
Project Management
Strategy
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Business Development Director
Chief Operating Officer
Risk Manager
Compliance Officer
Legal Counsel
Commercial Manager
Operations Director
Chief Financial Officer
Project Manager
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