Composite Agreement Template for Ireland

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Key Requirements PROMPT example:

Composite Agreement

"I need a Composite Agreement to govern a complex IT service arrangement starting March 2025, combining software licensing, maintenance services, and hardware supply between our company and multiple technology vendors, with specific emphasis on GDPR compliance and service level commitments."

Document background
The Composite Agreement is specifically designed for complex commercial arrangements under Irish law where multiple related contracts need to be consolidated into a single master agreement. This agreement type is particularly useful when parties need to establish a comprehensive framework that governs various aspects of their business relationship, such as service delivery, supply arrangements, and operational requirements. The document combines what would traditionally be separate agreements into one coherent instrument, establishing clear hierarchies between different components and ensuring consistent treatment of cross-cutting issues like confidentiality, dispute resolution, and termination. This approach significantly reduces the administrative burden of managing multiple agreements while minimizing the risk of inconsistencies between different contractual arrangements. The agreement incorporates specific provisions to ensure compliance with Irish contract law and relevant EU regulations, making it particularly suitable for businesses operating in Ireland or engaging with Irish entities.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, relationship between parties, and overview of the different arrangements being combined

3. Definitions and Interpretation: Comprehensive definitions section covering terms used across all components of the composite agreement, plus interpretation rules

4. Structure and Hierarchy: Explains how different parts of the agreement interact and which provisions take precedence in case of conflicts

5. Duration and Term: Commencement date, term, and any renewal provisions for the overall agreement and component parts

6. General Obligations: Overarching obligations that apply across all components of the agreement

7. Financial Provisions: Master financial terms, payment mechanisms, and cross-component financial interactions

8. Representations and Warranties: Core representations and warranties applicable to all aspects of the agreement

9. Termination: Termination rights and processes, including impact on different components

10. Consequences of Termination: Effects of termination on different components and wind-down procedures

11. Confidentiality: Confidentiality obligations covering all aspects of the composite relationship

12. Force Majeure: Events excusing performance across all components of the agreement

13. Dispute Resolution: Unified dispute resolution procedure for all components

14. Governing Law and Jurisdiction: Applicable law and jurisdiction for the entire agreement

15. General Provisions: Standard boilerplate clauses applicable across all components

Optional Sections

1. Data Protection: Required if any component involves processing personal data under GDPR

2. Intellectual Property: Include if any component involves IP creation, licensing, or transfer

3. Service Levels: Include if any component involves ongoing service provision with performance metrics

4. Change Control: Required for long-term agreements where scope or specifications may need adjustment

5. Staff and Key Personnel: Include if any component relies on specific individuals or teams

6. Insurance: Include if specific insurance requirements apply to any component

7. Security Requirements: Required if any component involves IT systems or sensitive information

8. Compliance and Audit Rights: Include for regulated industries or where compliance monitoring is needed

9. Parent Company Guarantee: Include if financial backing from a parent company is required

10. Step-in Rights: Include for critical services or infrastructure components

Suggested Schedules

1. Schedule 1 - Commercial Terms: Specific commercial terms, pricing, and payment details for each component

2. Schedule 2 - Service Specifications: Detailed specifications for each service or deliverable component

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods

4. Schedule 4 - Governance and Reporting: Management structure, meeting schedule, and reporting requirements

5. Schedule 5 - Form of Subsidiary Agreements: Templates for any subsidiary agreements to be entered into

6. Schedule 6 - Change Control Procedure: Detailed process for managing changes to any component

7. Schedule 7 - Security Requirements: Detailed security protocols and requirements

8. Schedule 8 - Exit Plan: Detailed procedures for termination and transition

9. Appendix A - Contact Details: Key contacts for each party and component

10. Appendix B - Technical Requirements: Detailed technical specifications and requirements

11. Appendix C - Required Insurance: Detailed insurance requirements and minimum coverage levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Construction

Manufacturing

Financial Services

Healthcare

Telecommunications

Real Estate

Professional Services

Infrastructure

Energy

Retail

Logistics

Pharmaceuticals

Relevant Teams

Legal

Commercial

Procurement

Operations

Finance

Risk and Compliance

Business Development

Project Management Office

Supply Chain

Contract Administration

Corporate Development

Relevant Roles

General Counsel

Legal Director

Commercial Director

Chief Operating Officer

Procurement Manager

Contract Manager

Project Director

Risk Manager

Compliance Officer

Operations Director

Chief Financial Officer

Business Development Director

Senior Legal Counsel

Head of Commercial

Strategic Sourcing Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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