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Vendors Agreement
"I need a Vendors Agreement under Malaysian law for a technology hardware supplier who will be providing IT equipment to our company's three offices in Kuala Lumpur, with specific provisions for maintenance services and quarterly delivery schedules starting from March 2025."
1. Parties: Identification of the contracting parties with full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the vendor arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of vendor appointment and detailed scope of goods/services to be provided
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Vendor Obligations: Core responsibilities and duties of the vendor
7. Customer Obligations: Core responsibilities and duties of the customer
8. Ordering Process: Procedures for placing and accepting orders
9. Pricing and Payment: Price structure, payment terms, invoicing requirements
10. Quality Standards: Required quality standards, specifications, and compliance requirements
11. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods/services
12. Warranties: Warranties provided by the vendor regarding goods/services
13. Intellectual Property: IP ownership, licenses, and protection provisions
14. Confidentiality: Protection of confidential information and trade secrets
15. Liability and Indemnity: Limitation of liability and indemnification provisions
16. Termination: Grounds for termination and termination process
17. Post-Termination: Obligations and rights of parties after termination
18. Force Majeure: Provisions for unforeseen circumstances preventing performance
19. Governing Law: Specification of Malaysian law as governing law and jurisdiction
20. General Provisions: Standard boilerplate clauses including notices, amendments, assignment
1. Performance Metrics: Specific KPIs and service levels when dealing with service-based vendors
2. Insurance: Insurance requirements when vendor activities involve significant risks
3. Data Protection: Compliance with PDPA 2010 when vendor handles personal data
4. Environmental Compliance: Environmental standards and compliance for vendors in industries with environmental impact
5. Security Requirements: IT and physical security requirements for vendors with access to systems or premises
6. Customs and Import: Special provisions for international vendors supplying imported goods
7. Anti-Corruption: Additional compliance requirements for high-risk or government-related contracts
8. Business Continuity: Disaster recovery and business continuity requirements for critical vendors
9. Subcontracting: Terms for allowing and controlling vendor subcontracting
10. Training and Support: Requirements for vendor training and support services if applicable
1. Schedule 1 - Goods and Services: Detailed specification of goods/services to be provided
2. Schedule 2 - Pricing: Detailed pricing structure, rates, and payment terms
3. Schedule 3 - Service Levels: Detailed service level requirements and measurements
4. Schedule 4 - Technical Requirements: Technical specifications and standards
5. Schedule 5 - Key Personnel: List of key vendor personnel assigned to the contract
6. Schedule 6 - Locations: Delivery locations and facility specifications
7. Schedule 7 - Forms and Procedures: Standard forms for ordering, acceptance, reporting
8. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
9. Appendix B - Compliance Checklist: Regulatory and quality compliance requirements
10. Appendix C - Security Protocols: Detailed security procedures and requirements
Authors
Applicable Laws
Business Day
Confidential Information
Commencement Date
Customer
Defect
Deliverables
Delivery Location
Force Majeure Event
Goods
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Order
Personnel
Price
Purchase Order
Quality Standards
Renewal Term
Representatives
Services
Service Levels
Specifications
Subsidiary
Supplier/Vendor
Term
Territory
Third Party
Warranties
Working Hours
Acceptance Criteria
Affiliate
Background IP
Change Control
Compliance Requirements
Dispute
Documentation
Emergency
Fees
Good Industry Practice
Insolvency Event
Material Breach
Notice
Payment Terms
Performance Standards
Quality Management System
Records
Related Company
Review Meetings
Schedule
Security Requirements
Service Credits
Subcontractor
Tax
Technical Requirements
Time of Essence
Variation
Appointment
Term and Duration
Supply Obligations
Ordering Process
Delivery
Price and Payment
Quality Requirements
Inspection and Testing
Acceptance
Performance Standards
Service Levels
Warranties
Customer Obligations
Personnel
Training
Documentation
Intellectual Property
Confidentiality
Data Protection
Security
Insurance
Liability
Indemnification
Force Majeure
Change Control
Subcontracting
Compliance
Anti-Corruption
Records and Audit
Reporting
Business Continuity
Environmental Requirements
Health and Safety
Termination
Exit Management
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Variation
Severability
Third Party Rights
Relationship of Parties
Announcements
Language
Counterparts
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