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Master Agreement
"I need a Master Agreement drafted under New Zealand law for a software development company providing services to multiple enterprise clients, with particular emphasis on data protection and intellectual property rights, to be implemented by March 2025."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Termination: Specifies the duration of the agreement and circumstances for termination
5. Structure of Agreement: Explains how the master agreement works with subsequent statements of work or order forms
6. Ordering Process: Details how specific services or goods will be ordered under the master agreement
7. Pricing and Payment Terms: General terms regarding pricing, invoicing, and payment obligations
8. General Obligations: Core obligations and responsibilities of each party
9. Compliance: Requirements for compliance with laws, regulations, and standards
10. Intellectual Property Rights: Ownership and usage rights of IP created or used under the agreement
11. Confidentiality: Obligations regarding confidential information exchange and protection
12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Dispute Resolution: Process for resolving disputes between the parties
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection and Privacy: Required when personal data processing is involved in the business relationship
2. Security Requirements: Necessary when dealing with sensitive information or systems access
3. Service Levels: Include when establishing general service level principles that apply to all transactions
4. Insurance: Required when specific insurance coverage needs to be maintained
5. Business Continuity: Important when service continuity is critical to the relationship
6. Anti-Bribery and Corruption: Include for international business or when dealing with government entities
7. Environmental and Social Responsibility: Relevant when sustainability or social responsibility is a key concern
8. Audit Rights: Include when one party needs rights to audit the other's compliance or performance
9. Personnel: Required when specific requirements for personnel or key persons need to be established
1. Schedule 1 - Pricing: Details of standard rates, pricing mechanisms, and any price adjustment mechanisms
2. Schedule 2 - Service Descriptions: General description of available services or products under the agreement
3. Schedule 3 - Template Statement of Work: Standard template for creating specific statements of work
4. Schedule 4 - Template Order Form: Standard template for placing orders under the agreement
5. Schedule 5 - Service Levels: Detailed service level requirements and measurement criteria
6. Schedule 6 - Technical Requirements: Any technical specifications or requirements that apply across all services
7. Schedule 7 - Security Requirements: Detailed security protocols and requirements
8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors if relevant
9. Schedule 9 - Key Personnel: Details of key personnel from both parties if relevant
Authors
Agreement
Applicable Law
Background IP
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Deliverables
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
GST
Intellectual Property Rights
Key Personnel
Liability
Loss
Material Breach
Notice
Order Form
Personal Information
Personnel
Project
Related Company
Representatives
Schedule
Security Requirements
Services
Service Levels
Sites
Software
Specifications
Statement of Work
Subcontractor
Supplier
Term
Third Party Materials
Working Hours
Term and Termination
Service Provision
Ordering Process
Pricing and Payment
Invoicing
GST and Taxation
Performance Standards
Customer Obligations
Supplier Obligations
Change Control
Acceptance Testing
Service Levels
Key Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Security
Audit Rights
Records and Reports
Warranties
Indemnification
Liability
Insurance
Force Majeure
Business Continuity
Dispute Resolution
Governing Law
Assignment and Novation
Variation
Entire Agreement
Severability
Notices
Relationship of Parties
Anti-Bribery and Corruption
Competition Law Compliance
Health and Safety
Modern Slavery
Environmental Compliance
Costs
Third Party Rights
Counterparts
Survival
Information Technology
Professional Services
Manufacturing
Distribution and Logistics
Financial Services
Healthcare
Telecommunications
Construction
Energy and Utilities
Retail
Education
Consulting Services
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Sales
Business Development
Executive Leadership
Project Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Manager
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Commercial Manager
Sales Director
Account Executive
Project Manager
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