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Framework Partnership Agreement

Framework Partnership Agreement Template for Malaysia

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Key Requirements PROMPT example:

Framework Partnership Agreement

"I need a Framework Partnership Agreement under Malaysian law for a technology services partnership between a local software development company and an international cloud services provider, with specific focus on data protection and cross-border intellectual property rights."

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Document background
The Framework Partnership Agreement is designed for businesses seeking to establish structured, long-term collaborative relationships in Malaysia. This document type is particularly relevant when parties intend to undertake multiple projects or initiatives together but want to avoid negotiating completely new agreements for each engagement. It provides a master framework that governs the overall partnership while allowing for project-specific details to be addressed in subsequent agreements. The document incorporates requirements under Malaysian law, including compliance with the Partnership Act 1961, Contracts Act 1950, and other relevant commercial legislation. It typically includes provisions for governance, profit sharing, intellectual property rights, confidentiality, and dispute resolution, while maintaining flexibility to accommodate various business models and partnership structures.
Suggested Sections

1. Parties: Identification and details of all parties entering into the framework partnership agreement

2. Background: Context of the partnership, including the purpose and objectives of the collaboration

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Partnership Scope: Defines the extent and limitations of the partnership relationship

5. Term and Renewal: Duration of the framework agreement and conditions for renewal

6. Partnership Principles: Core principles governing the partnership relationship

7. Roles and Responsibilities: Detailed outline of each partner's duties and obligations

8. Financial Arrangements: Framework for profit sharing, costs, and financial management

9. Governance Structure: Decision-making processes and management structure

10. Intellectual Property Rights: Ownership and usage rights of IP brought into or created during the partnership

11. Confidentiality: Protection and handling of confidential information

12. Liability and Indemnification: Allocation of risks and responsibilities between partners

13. Dispute Resolution: Procedures for handling disagreements and conflicts

14. Termination: Conditions and processes for ending the partnership

15. General Provisions: Standard legal clauses including notices, amendments, and governing law

Optional Sections

1. Non-Competition: Restrictions on competing activities, used when partners operate in similar markets

2. Insurance Requirements: Specific insurance obligations, included when activities involve significant risks

3. Data Protection: Specific provisions for handling personal data, required when partnership involves data processing

4. Force Majeure: Provisions for unforeseen circumstances, important for long-term partnerships

5. Environmental Compliance: Environmental obligations, included when activities have environmental impact

6. Anti-Corruption Compliance: Special provisions for anti-corruption compliance, important for international partnerships

7. Change of Control: Procedures for handling ownership changes, relevant for corporate partners

Suggested Schedules

1. Schedule 1: Partner Details: Detailed information about each partner, including registration details and contact information

2. Schedule 2: Services and Deliverables: Detailed description of services or products to be provided under the partnership

3. Schedule 3: Financial Terms: Detailed financial arrangements, including profit sharing formulas and payment terms

4. Schedule 4: KPIs and Performance Metrics: Specific performance indicators and measurement criteria

5. Schedule 5: Governance Procedures: Detailed procedures for partnership management and decision-making

6. Appendix A: Compliance Requirements: Specific regulatory and compliance requirements applicable to the partnership

7. Appendix B: Technical Specifications: Technical requirements or specifications relevant to the partnership activities

8. Appendix C: Form of Project Agreement: Template for specific project agreements to be executed under the framework

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

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alex.den.21@genieai.co
Clauses
Interpretation
Partnership Scope
Term and Duration
Partnership Structure
Governance
Financial Provisions
Roles and Responsibilities
Services
Project Implementation
Performance Standards
Quality Assurance
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Force Majeure
Representations and Warranties
Insurance
Liability and Indemnification
Termination
Exit Provisions
Dispute Resolution
Notices
Assignment
Variation
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Relevant Industries

Technology and Software

Manufacturing

Professional Services

Healthcare

Education

Financial Services

Retail and Distribution

Construction and Infrastructure

Energy and Utilities

Telecommunications

Logistics and Supply Chain

Research and Development

Relevant Teams

Legal

Business Development

Commercial

Operations

Finance

Strategy

Compliance

Risk Management

Corporate Secretariat

Project Management

Partnership Management

Relevant Roles

Chief Executive Officer

Managing Director

Legal Counsel

Business Development Manager

Partnership Manager

Commercial Director

Operations Director

Chief Financial Officer

Strategy Director

Compliance Officer

Project Manager

Contract Manager

Risk Manager

Corporate Secretary

General Manager

Industries
Partnership Act 1961: The main legislation governing the formation, operation, and dissolution of partnerships in Malaysia. It defines partnership relationships, rights and duties of partners, and partnership property rules.
Contracts Act 1950: Fundamental legislation governing contract formation, validity, and enforcement in Malaysia. Essential for structuring the framework agreement's terms and conditions.
Companies Act 2016: While primarily focused on companies, it's relevant for understanding the interface between partnerships and corporate entities, especially in cases of limited liability partnerships.
Registration of Businesses Act 1956: Governs the registration requirements for businesses in Malaysia, including partnerships. Important for compliance with business registration obligations.
Commercial Law Act 1956: Contains provisions relevant to commercial transactions and relationships, which may affect certain aspects of the partnership framework agreement.
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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