Umbrella Agreement Template for United States

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Key Requirements PROMPT example:

Umbrella Agreement

"I need an Umbrella Agreement to govern the provision of IT consulting services between my US-based technology company and multiple European clients, with the agreement starting January 2025 and including robust data protection and cross-border service delivery provisions."

Document background
An Umbrella Agreement is essential for businesses engaging in complex, ongoing relationships that require multiple subsequent agreements. This document type is particularly valuable when parties anticipate a series of related transactions or services and want to avoid negotiating standard terms repeatedly. The agreement, governed by US law, establishes a comprehensive framework that includes general terms, governance structures, and procedures for entering into future specific agreements. It addresses key aspects such as intellectual property rights, confidentiality, data protection, and dispute resolution mechanisms, while ensuring compliance with federal and state regulations. The Umbrella Agreement is designed to provide both consistency and flexibility, allowing parties to focus on specific commercial terms in subsequent agreements while relying on the established framework for standard provisions.
Suggested Sections

1. Parties: Identification of the contracting parties and their legal details

2. Background: Context of the agreement and the parties' intention to enter into future specific agreements

3. Definitions: Key terms used throughout the agreement and subsequent agreements

4. Structure and Scope: Framework for how the umbrella agreement relates to subsequent agreements and its overall scope

5. Process for Entering into Subsequent Agreements: Procedures and requirements for creating and executing future agreements under this framework

6. General Terms and Conditions: Standard terms that will apply to all subsequent agreements

7. Pricing and Payment Terms: General principles for pricing and payment that will apply across agreements

8. Intellectual Property Rights: General provisions regarding IP ownership, licenses, and protection

9. Confidentiality: Protection of confidential information shared under this and subsequent agreements

10. Data Protection and Security: General requirements for handling personal and business data

11. Liability and Indemnification: Overall liability framework and indemnification obligations

12. Term and Termination: Duration of the umbrella agreement and termination provisions

13. Dispute Resolution: Process for resolving disputes under this and subsequent agreements

14. General Provisions: Standard boilerplate clauses including notices, assignment, amendment process

Optional Sections

1. Exclusivity: Terms regarding exclusive arrangements between parties, used when exclusivity is part of the business relationship

2. Minimum Purchase Commitments: Include when there are specific volume or value commitments across agreements

3. Service Levels: General service level principles, included when relevant to the type of services being provided

4. Compliance Requirements: Specific regulatory or industry compliance obligations, included for regulated industries

5. Insurance Requirements: Detailed insurance obligations, included for high-risk or regulated activities

6. Parent Company Guarantee: Include when financial backing from a parent company is required

7. Change Control: Process for managing changes to the agreement framework, included for complex long-term relationships

8. Corporate Social Responsibility: Include when parties want to establish CSR principles across their relationship

9. Force Majeure: Detailed force majeure provisions, particularly relevant in cross-border or high-risk relationships

Suggested Schedules

1. Template Subsequent Agreement: Standard form agreement to be used for specific transactions or services

2. Governance Structure: Detailed procedures for relationship management and escalation processes

3. Approved Subcontractors: List of pre-approved subcontractors and related terms

4. Price List: Standard pricing or rate cards applicable across agreements

5. Technical Requirements: General technical specifications or standards applicable to all services

6. Security Requirements: Detailed security protocols and requirements

7. KPI Framework: Standard performance metrics and measurement methodology

8. Contact Details: Key contacts and notice details for both parties

9. Affiliated Companies: List of group companies covered by the agreement

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Retail

Telecommunications

Energy

Automotive

Construction

Logistics and Supply Chain

Software and IT Services

Pharmaceuticals

Consumer Goods

Relevant Teams

Legal

Commercial

Procurement

Operations

Finance

Compliance

Risk Management

Business Development

Supply Chain

Contract Administration

Corporate Development

Strategy

Relevant Roles

Chief Legal Officer

General Counsel

Head of Commercial

Chief Operating Officer

Procurement Director

Contract Manager

Legal Counsel

Commercial Director

Business Development Manager

Risk Manager

Compliance Officer

Operations Director

Supply Chain Manager

Chief Financial Officer

Strategic Sourcing Manager

Industries
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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