Master Framework Agreement Template for Austria

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Key Requirements PROMPT example:

Master Framework Agreement

"I need a Master Framework Agreement under Austrian law for a software development company providing services to multiple EU clients, with specific emphasis on data protection and intellectual property rights, to be implemented by March 2025."

Document background
The Master Framework Agreement is designed for businesses operating under Austrian jurisdiction who require a structured approach to managing ongoing commercial relationships. It is particularly useful when parties anticipate multiple transactions or service arrangements over time and need a comprehensive framework to govern these interactions. The document establishes general terms, conditions, and operational procedures while allowing for specific details to be agreed upon in subsequent orders or statements of work. This type of agreement is essential for ensuring consistency in commercial dealings while maintaining flexibility for future arrangements. It incorporates requirements from Austrian civil and commercial law, including the ABGB (Austrian Civil Code) and UGB (Austrian Commercial Code), and can be customized to address industry-specific regulations and compliance requirements. The Master Framework Agreement typically includes detailed schedules for specific aspects of the business relationship, such as services descriptions, pricing, and service levels.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, registration details, and addresses

2. Background: Context of the agreement, business relationship overview, and purpose of the framework arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Structure and Scope: Hierarchy of documents, relationship between framework and individual contracts, scope of services/products covered

5. Term and Termination: Duration of the agreement, renewal provisions, termination rights and procedures

6. Ordering Process: Process for placing and accepting orders under the framework

7. Prices and Payment Terms: General pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms

8. Performance Standards: General quality standards, service levels, and performance requirements

9. General Obligations: Key obligations of both parties under the framework

10. Warranties and Representations: Standard warranties and representations from both parties

11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation

12. Insurance: Required insurance coverage and related obligations

13. Intellectual Property Rights: Ownership and usage rights of intellectual property

14. Confidentiality: Protection and handling of confidential information

15. Force Majeure: Events constituting force majeure and consequences

16. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions

17. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments, etc.

Optional Sections

1. Data Protection: Detailed GDPR compliance provisions, required if personal data processing is involved

2. Compliance with Laws: Specific regulatory compliance requirements, particularly relevant for regulated industries

3. Environmental and Social Responsibility: ESG requirements, needed for companies with specific sustainability commitments

4. Anti-Corruption and Anti-Bribery: Detailed compliance provisions, particularly important for international business relationships

5. Change Control: Formal process for managing changes to services/products, important for complex operational relationships

6. Security Requirements: IT and physical security requirements, necessary for technology or sensitive operations

7. Business Continuity: Disaster recovery and business continuity requirements, important for critical business relationships

8. Audit Rights: Detailed audit provisions, important for regulated industries or complex service relationships

9. Personnel Requirements: Specific requirements for personnel involved in service delivery, relevant for service-based relationships

10. Non-Competition and Non-Solicitation: Restrictions on competition and employee solicitation, relevant where parties share sensitive market information

Suggested Schedules

1. Schedule 1 - Services/Products Description: Detailed description of services or products covered under the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and price calculation mechanisms

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria

4. Schedule 4 - Technical Specifications: Technical requirements and specifications for products or services

5. Schedule 5 - Key Personnel: List of key personnel and their roles (if applicable)

6. Schedule 6 - Form of Order: Template for individual orders under the framework

7. Schedule 7 - Change Control Procedure: Detailed process for managing changes to services/products

8. Schedule 8 - Security Requirements: Detailed security specifications and requirements

9. Schedule 9 - Data Processing Agreement: GDPR-compliant data processing terms if required

10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

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

Information Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Telecommunications

Energy

Retail

Construction

Logistics

Automotive

Pharmaceuticals

Consumer Goods

Industrial Services

Relevant Teams

Legal

Procurement

Commercial

Finance

Operations

Risk Management

Compliance

Business Development

Sales

Project Management

Account Management

Executive Leadership

Relevant Roles

Chief Legal Officer

Legal Counsel

Contract Manager

Procurement Manager

Commercial Director

Business Development Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

General Counsel

Project Manager

Account Manager

Sales Director

Chief Executive Officer

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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