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Master Supplier Agreement
"I need a Master Supplier Agreement governed by New Zealand law for my technology company that will be supplying software development services and SaaS products to enterprise customers, with specific focus on data protection and intellectual property provisions."
1. Parties: Identifies the contracting parties with their full legal names and addresses
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the supplier's appointment and the general scope of services/goods to be provided
5. Term: Specifies the duration of the agreement, including any renewal options
6. Supply Obligations: Details the supplier's core obligations, service levels, and quality standards
7. Ordering Process: Describes how orders will be placed, accepted, and fulfilled
8. Pricing and Payment: Specifies pricing mechanisms, payment terms, and invoicing requirements
9. Performance Monitoring: Sets out how supplier performance will be measured and reviewed
10. Compliance: Covers regulatory compliance, permits, and standards that must be met
11. Risk and Insurance: Addresses risk allocation and required insurance coverage
12. Intellectual Property: Manages IP rights, ownership, and licenses
13. Confidentiality: Protects confidential information and trade secrets
14. Liability and Indemnities: Sets out liability limitations and indemnification obligations
15. Termination: Specifies termination rights and consequences
16. Dispute Resolution: Establishes process for resolving disputes
17. General: Contains standard boilerplate provisions
1. Data Protection: Required when personal data processing is involved in the supply relationship
2. Business Continuity: Important for critical supplies or services where continuity is essential
3. Environmental Compliance: Relevant when supplies have environmental impacts or sustainability requirements
4. Anti-Bribery and Corruption: Important when dealing with international supplies or government contracts
5. Change Control: Needed for complex supply arrangements where scope or specifications may change
6. Parent Company Guarantee: Used when supplier's parent company guarantee is required
7. Security Requirements: Important when supplier requires access to customer systems or facilities
8. Export Control: Required for international supply arrangements
9. Transition and Exit: Important for complex services requiring transition planning
10. Subcontracting: Required when supplier may need to subcontract certain obligations
1. Schedule 1 - Goods and Services: Detailed description of goods/services to be supplied
2. Schedule 2 - Pricing: Detailed pricing structure, rates, and charging mechanisms
3. Schedule 3 - Service Levels: Specific service levels and KPIs
4. Schedule 4 - Ordering Procedure: Detailed ordering process and requirements
5. Schedule 5 - Key Personnel: Lists key supplier personnel and their roles
6. Schedule 6 - Form of Purchase Order: Template purchase order form
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Schedule 8 - Technical Requirements: Detailed technical specifications and requirements
9. Schedule 9 - Business Continuity Plan: Details of business continuity arrangements
10. Schedule 10 - Data Processing Agreement: Specific terms for personal data processing if required
Authors
Affiliate
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Contract Year
Customer
Customer Materials
Defect
Deliverables
Delivery Location
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
GST
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Minimum Performance Standards
Order
Personnel
Price
Purchase Order
Quality Standards
Related Company
Renewal Term
Representatives
Services
Service Levels
Specifications
Supplier
Supplier Personnel
Term
Territory
Third Party
Working Hours
Working Day
Appointment
Term and Renewal
Supply Obligations
Ordering Process
Delivery
Title and Risk
Quality Standards
Service Levels
Performance Monitoring
Price and Payment
Invoicing
GST
Personnel
Compliance
Health and Safety
Record Keeping
Audit Rights
Insurance
Intellectual Property
Data Protection
Confidentiality
Security
Anti-Bribery and Corruption
Modern Slavery
Force Majeure
Business Continuity
Change Control
Warranties
Indemnities
Liability
Suspension
Termination
Exit Management
Dispute Resolution
Assignment and Subcontracting
Notices
Relationship of Parties
Variation
Waiver
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Manufacturing
Technology
Retail
Construction
Healthcare
Professional Services
Energy
Telecommunications
Financial Services
Logistics and Supply Chain
Food and Beverage
Automotive
Mining and Resources
Education
Agriculture
Legal
Procurement
Operations
Finance
Supply Chain
Risk and Compliance
Commercial
Vendor Management
Project Management
Business Development
Account Management
Procurement Manager
Legal Counsel
Commercial Manager
Supply Chain Manager
Operations Director
Chief Financial Officer
Contract Manager
Vendor Manager
Risk Manager
Compliance Officer
Category Manager
Business Development Manager
Account Manager
Project Manager
Chief Operating Officer
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Master Procurement Agreement
A New Zealand-law governed framework agreement establishing standard terms and conditions for ongoing procurement of goods and/or services between commercial parties.
Master Supplier Agreement
A New Zealand-governed framework agreement establishing terms for ongoing supply of goods/services between a supplier and customer.
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