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Master Framework Agreement
"I need a Master Framework Agreement for a Hong Kong technology company providing cloud services to multiple enterprise clients in Asia, with specific focus on data protection, service levels, and cybersecurity requirements, planned to take effect from March 2025."
1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the framework arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Structure and Scope: Overview of how the framework operates, relationship with subsequent agreements, and scope of covered activities
5. Ordering Process: Procedures for placing and accepting orders under the framework, including form and content requirements
6. Term and Termination: Duration of the framework agreement, renewal provisions, and circumstances allowing termination
7. Obligations of the Parties: Core obligations of each party under the framework arrangement
8. Prices and Payment: Pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms
9. Compliance with Laws: Requirements for compliance with applicable laws, regulations, and obtaining necessary permits
10. Confidentiality: Protection of confidential information exchanged under the agreement
11. Intellectual Property: Ownership and licensing of intellectual property rights
12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Events excusing performance and procedures for handling force majeure situations
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and entire agreement
1. Data Protection: Required when personal data will be processed under the agreement, addressing compliance with the Personal Data (Privacy) Ordinance
2. Anti-Corruption: Additional compliance provisions when dealing with government entities or high-risk jurisdictions
3. Insurance: Specific insurance requirements when activities under the framework involve significant operational risks
4. Service Levels: Include when the framework covers service provision with specific performance requirements
5. Environmental Compliance: Required when activities have environmental impacts or for ESG compliance
6. Staff and Subcontractors: Include when services involve deployment of personnel or use of subcontractors
7. Change Control: Required for complex arrangements where formal process for changes is needed
8. Business Continuity: Include for critical services or long-term strategic relationships
9. Import/Export Controls: Required when framework involves international trade or technology transfers
1. Schedule 1 - Services/Products Description: Detailed description of services or products covered under the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria
4. Schedule 4 - Form of Order: Template for placing orders under the framework
5. Schedule 5 - Technical Requirements: Technical specifications and standards
6. Schedule 6 - Contact Details: Key contacts and notice details for both parties
7. Schedule 7 - Governance and Reporting: Management structure and reporting requirements
8. Appendix A - Data Processing Agreement: Standard terms for personal data processing if applicable
9. Appendix B - Information Security Requirements: Security standards and protocols for data protection
Authors
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Data Protection Laws
Deliverables
Disclosing Party
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governing Law
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Order
Order Form
Personal Data
Personnel
Purchase Order
Receiving Party
Related Agreements
Representatives
Services
Service Levels
Specification
Statement of Work
Subcontractor
Subsidiary
Term
Territory
Third Party
Working Hours
Change Request
Control
Damages
Documentation
Emergency
Fees
Group
Insolvency Event
Laws
Losses
New IP
Process/Processing
Quality Standards
Records
Renewal Term
Security Requirements
Sites
Special Terms
Supplier Materials
Tax
Technical Requirements
Termination Date
Working Day
Definitions
Structure of Agreement
Duration
Framework Principles
Ordering Process
Acceptance Procedure
Performance Standards
Quality Requirements
Pricing
Payment Terms
Invoicing
Delivery
Title and Risk
Warranties
Service Levels
Change Control
Intellectual Property
Data Protection
Confidentiality
Security Requirements
Personnel
Subcontracting
Record Keeping
Audit Rights
Compliance with Laws
Anti-Corruption
Insurance
Liability
Indemnification
Force Majeure
Suspension Rights
Termination
Exit Management
Assignment and Novation
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Relationship of Parties
Dispute Resolution
Governing Law
Jurisdiction
Language
Counterparts
Electronic Execution
Financial Services
Technology
Manufacturing
Professional Services
Retail
Logistics and Supply Chain
Healthcare
Real Estate
Construction
Telecommunications
Energy
Trading and Distribution
Education
Media and Entertainment
Legal
Procurement
Commercial
Business Development
Operations
Finance
Risk Management
Compliance
Supply Chain
Vendor Management
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Business Development Director
Chief Operating Officer
Head of Legal
Legal Counsel
Commercial Manager
Supply Chain Manager
Relationship Manager
Chief Financial Officer
Risk Manager
Compliance Officer
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