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Master Framework Agreement
"I need a Master Framework Agreement for an IT services provider relationship starting March 2025, with a focus on cloud services and data protection requirements under New Zealand law, including provisions for multiple group companies to place orders under the framework."
1. Parties: Identifies and provides details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Structure and Scope: Explains the framework nature and how specific agreements will operate under it
5. Term and Termination: Duration of the agreement and termination rights
6. Ordering Process: Process for entering into specific agreements under the framework
7. Prices and Payment: General pricing principles and payment terms
8. Performance Standards: Overall quality and service level requirements
9. Intellectual Property Rights: General IP ownership and licensing provisions
10. Confidentiality: Protection of confidential information
11. Liability and Indemnities: Risk allocation between parties
12. Insurance: Required insurance coverage
13. Force Majeure: Provisions for unforeseen circumstances
14. Dispute Resolution: Process for resolving disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection: Required if personal data processing is involved in the services
2. Compliance with Laws: Detailed compliance obligations for regulated industries
3. Anti-Bribery and Corruption: Required for international dealings or high-risk sectors
4. Environmental Requirements: For agreements involving environmental impacts or sustainability commitments
5. Security Requirements: For agreements involving IT systems or sensitive information
6. Business Continuity: For critical services or long-term strategic relationships
7. Parent Company Guarantee: When financial security is required from a parent company
8. Change Control: For complex agreements requiring formal change management processes
9. Key Personnel: When specific individuals are critical to service delivery
10. Transition and Exit: For complex services requiring detailed transition arrangements
1. Schedule 1 - Services Description: Template for describing services under specific agreements
2. Schedule 2 - Pricing Framework: Detailed pricing mechanisms and rate cards
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement
4. Schedule 4 - Governance: Management structure and meeting requirements
5. Schedule 5 - Form of Statement of Work: Template for specific agreements under the framework
6. Schedule 6 - Technical Requirements: Standard technical specifications and requirements
7. Schedule 7 - Security Requirements: Detailed security standards and procedures
8. Schedule 8 - Change Control Procedure: Detailed process for managing changes
9. Appendix A - Key Contacts: List of key personnel and contact details
10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Affiliate
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Customer
Customer Materials
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Group
GST
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Notice
Parent Company
Performance Standards
Personal Information
Personnel
Privacy Laws
Purchase Order
Related Company
Representatives
Schedule
Security Requirements
Services
Service Levels
Service Credits
Service Provider
Site
Software
Special Terms
Specifications
Statement of Work
Subcontractor
Supplier
Term
Third Party
Working Hours
Termination Date
Territory
Work Order
Definitions
Term and Duration
Framework Structure
Ordering Process
Service Delivery
Performance Standards
Quality Assurance
Testing and Acceptance
Payment Terms
Invoicing
Price Adjustment
Service Levels
Key Performance Indicators
Intellectual Property Rights
Data Protection
Confidentiality
Security Requirements
Personnel
Key Personnel
Subcontracting
Assignment and Novation
Change Control
Audit Rights
Compliance with Laws
Anti-Bribery and Corruption
Health and Safety
Environmental Requirements
Insurance
Liability
Indemnification
Force Majeure
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Relationship of Parties
Announcements
Counterparts
Costs
Further Assurance
Information Technology
Professional Services
Manufacturing
Construction
Telecommunications
Financial Services
Healthcare
Energy and Utilities
Logistics and Supply Chain
Consulting Services
Facilities Management
Business Process Outsourcing
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Business Development
Project Management
Account Management
Vendor Management
Chief Executive Officer
Commercial Director
Head of Legal
Procurement Manager
Contract Manager
Business Development Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
General Counsel
Commercial Lawyer
Project Manager
Account Manager
Vendor Manager
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