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Supplier Agreement
"I need a Supplier Agreement for my Hong Kong-based technology company to engage a manufacturer in Shenzhen for producing custom electronic components, with strict quality control measures and IP protection provisions, starting from March 2025."
1. Parties: Identification of the supplier and customer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier, including quality standards, delivery requirements, and performance metrics
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Price and Payment: Pricing structure, payment terms, invoicing requirements, and any price adjustment mechanisms
7. Title and Risk: Transfer of ownership and risk in the goods
8. Quality and Inspection: Quality standards, inspection rights, and procedures for rejecting non-conforming goods
9. Warranties: Supplier's warranties regarding goods/services, including quality, fitness for purpose, and compliance with laws
10. Liability and Indemnity: Limitations of liability, indemnification obligations, and insurance requirements
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Intellectual Property: IP ownership, licenses, and protection - include when IP is created or transferred as part of the supply relationship
2. Data Protection: Compliance with PDPO and data handling requirements - include when personal data is processed
3. Compliance with Laws: Specific regulatory compliance obligations - include for regulated industries or products
4. Export Control: Export compliance requirements - include for international suppliers or controlled goods
5. Environmental Compliance: Environmental standards and certifications - include for environmentally sensitive products/services
6. Anti-Corruption: Anti-bribery and corruption provisions - include for high-risk jurisdictions or government-related supplies
7. Business Continuity: Disaster recovery and business continuity requirements - include for critical suppliers
8. Change Control: Procedures for changing specifications or terms - include for complex or long-term arrangements
9. Subcontracting: Rules regarding use of subcontractors - include when subcontracting is likely
1. Schedule 1 - Goods/Services Specification: Detailed technical specifications of goods or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or special pricing arrangements
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and related service credit regime
4. Schedule 4 - Order Form Template: Standard form for placing orders under the agreement
5. Schedule 5 - Quality Standards: Detailed quality requirements and testing procedures
6. Schedule 6 - Key Contacts: Contact details for key personnel on both sides
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Schedule 8 - Data Processing Requirements: Specific data handling and protection requirements if applicable
9. Schedule 9 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
Authors
Affiliate
Agreement
Applicable Laws
Business Day
Commencement Date
Confidential Information
Contract Price
Customer
Delivery Date
Delivery Location
Force Majeure Event
Goods
Good Industry Practice
Intellectual Property Rights
Key Performance Indicators
Loss
Material Adverse Effect
Order
Purchase Order
Quality Standards
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Term
Territory
Third Party
Warranties
Working Hours
Defect
Documentation
Emergency
Insolvency Event
Notice
Payment Terms
Personal Data
Quality Assurance
Regulatory Requirements
Schedule
Subcontractor
Tax
Technical Specifications
Termination Date
Interpretation
Supply Obligations
Ordering Process
Delivery
Title and Risk
Price and Payment
Quality Control
Acceptance Testing
Warranties
Service Levels
Performance Standards
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Liability and Indemnification
Insurance
Term and Duration
Termination
Consequences of Termination
Change Control
Dispute Resolution
Governing Law
Assignment and Subcontracting
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Record Keeping
Audit Rights
Compliance with Laws
Anti-Corruption
Export Control
Business Continuity
Environmental Compliance
Health and Safety
Staff and Personnel
Non-Solicitation
Publicity and Announcements
Relationship of Parties
Further Assurance
Costs
Counterparts
Manufacturing
Technology
Retail
Healthcare
Financial Services
Construction
Automotive
Electronics
Food and Beverage
Pharmaceuticals
Telecommunications
Logistics and Supply Chain
Professional Services
Energy and Utilities
Procurement
Legal
Operations
Finance
Supply Chain
Compliance
Risk Management
Quality Assurance
Commercial
Vendor Management
Contract Management
Procurement Manager
Supply Chain Director
Legal Counsel
Commercial Director
Operations Manager
Chief Financial Officer
Contract Manager
Vendor Relations Manager
Risk Manager
Compliance Officer
Quality Assurance Manager
Chief Operating Officer
Purchasing Officer
Business Development Manager
Finance Director
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