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Supply Framework Agreement
"I need a Supply Framework Agreement for my tech company to supply hardware components to multiple Irish universities, starting from January 2025, with a focus on sustainability requirements and clear performance metrics."
1. Parties: Identification of the supplier and buyer/contracting authority
2. Background: Context of the framework agreement and its purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Framework Structure: Overview of how the framework operates, including term, scope, and non-exclusivity provisions
5. Call-off Procedure: Process for awarding and entering into call-off contracts under the framework
6. Ordering Process: Detailed procedures for placing and accepting orders under call-off contracts
7. Supply Requirements: Core obligations regarding the supply of goods/services, including quality standards and compliance
8. Prices and Payment: Framework prices, price adjustment mechanisms, and payment terms
9. Performance Monitoring: KPIs, reporting requirements, and performance review procedures
10. Liability and Insurance: Liability caps, required insurance coverage, and indemnities
11. Term and Termination: Duration of the framework, renewal options, and termination rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Rights and obligations in case of force majeure events
14. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Data Protection: Required if personal data will be processed under the framework or call-off contracts
2. Intellectual Property Rights: Needed if IP will be created, licensed, or transferred under the framework
3. Staff and Key Personnel: Include if specific supplier personnel are critical to performance
4. Environmental Compliance: Required for environmentally sensitive goods or services
5. Information Security: Include if sensitive data or systems are involved
6. Export Control: Required if goods or services are subject to export regulations
7. Anti-Bribery and Modern Slavery: Include for high-value frameworks or when dealing with high-risk jurisdictions
8. Service Levels: Include when specific service levels need to be maintained
9. Business Continuity: Required for critical supply arrangements
1. Schedule 1 - Goods and/or Services Description: Detailed specifications of goods/services covered by the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Call-off Terms and Conditions: Standard terms that will apply to individual call-off contracts
4. Schedule 4 - Order Form Template: Standard form for placing orders under the framework
5. Schedule 5 - Service Levels and KPIs: Detailed performance metrics and measurement methodology
6. Schedule 6 - Processing of Personal Data: Details of any personal data processing activities
7. Schedule 7 - Change Control Procedure: Process for making changes to the framework or call-off contracts
8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors and their scope of work
9. Appendix 1 - Form of Call-off Contract: Template contract for individual call-offs under the framework
10. Appendix 2 - Framework Award Procedure: Detailed procedure for awarding call-off contracts
Authors
Applicable Law
Authorized Representative
Background IPR
Business Day
Call-off Contract
Call-off Terms and Conditions
Commencement Date
Confidential Information
Contract Price
Contract Year
Data Protection Legislation
Deliverables
Delivery Location
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Framework Manager
Framework Period
Framework Prices
Goods
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
Minimum Performance Level
Order
Order Form
Performance Reports
Personal Data
Price Adjustment
Quality Standards
Relevant Authority
Review Meeting
Schedule
Services
Service Credits
Service Levels
Specification
Supplier Personnel
Supply Requirements
Term
Termination Date
VAT
Working Hours
Duration and Extension
Framework Operation
Call-off Procedure
Supply Obligations
Ordering Process
Delivery Requirements
Quality Control
Price and Payment
Invoicing
Performance Management
Service Levels
Key Performance Indicators
Reporting Requirements
Contract Management
Change Control
Risk and Title
Warranties
Indemnities
Insurance
Liability
Force Majeure
Confidentiality
Data Protection
Intellectual Property
Staff and Personnel
Subcontracting
Assignment and Novation
Compliance with Laws
Anti-Corruption
Modern Slavery
Environmental Protection
Health and Safety
Information Security
Business Continuity
Audit Rights
Dispute Resolution
Suspension
Termination
Exit Management
Consequences of Termination
Notices
Waiver
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Manufacturing
Retail
Healthcare
Technology
Construction
Public Sector
Education
Transportation
Energy
Telecommunications
Professional Services
Food and Beverage
Pharmaceutical
Legal
Procurement
Commercial
Finance
Operations
Supply Chain
Risk and Compliance
Vendor Management
Business Development
Contract Management
Procurement Manager
Commercial Director
Supply Chain Manager
Contract Manager
Legal Counsel
Chief Financial Officer
Operations Director
Purchasing Manager
Vendor Manager
Risk Manager
Compliance Officer
Category Manager
Business Development Manager
Commercial Contracts Manager
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