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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Term and Renewal: Duration of the agreement and renewal provisions
5. Supply Obligations: Core obligations of the vendor regarding goods/services supply
6. Quality and Standards: Required quality standards, specifications, and performance metrics
7. Pricing and Payment: Payment terms, pricing structure, invoicing, and payment methods
8. Delivery and Acceptance: Delivery requirements, timeframes, and acceptance procedures
9. Warranties: Vendor warranties regarding goods/services and standard of work
10. Insurance and Liability: Insurance requirements and liability limitations
11. Intellectual Property: IP ownership, licenses, and protection measures
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Termination rights, process, and consequences
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Service Levels: Detailed service level requirements and KPIs - include for service-based contracts
2. Data Protection and Privacy: Specific data handling and privacy obligations - include when personal data is involved
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical suppliers
4. Compliance and Audit Rights: Regulatory compliance and audit provisions - include for regulated industries
5. Security Requirements: IT and physical security requirements - include for technology or facilities vendors
6. Environmental Requirements: Environmental compliance and sustainability - include for relevant industries
7. Personnel and Subcontracting: Requirements for vendor staff and subcontractors - include when vendor personnel work on-site
8. Change Management: Process for managing changes to scope or specifications - include for complex or long-term contracts
1. Schedule 1 - Goods and Services Specification: Detailed description of goods/services to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment schedules
3. Schedule 3 - Service Levels and KPIs: Detailed service levels, performance metrics, and measurement methods
4. Schedule 4 - Implementation Plan: Timeline and milestones for implementation or delivery
5. Schedule 5 - Insurance Requirements: Specific insurance types and coverage levels required
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Form of Purchase Order: Standard form for ordering goods/services under the agreement
8. Appendix A - Technical Requirements: Technical specifications and requirements
9. Appendix B - Security Standards: Required security standards and protocols
Acceptance Tests
Affiliate
Agreement
Applicable Laws
Background IP
Business Day
Change Request
Commencement Date
Confidential Information
Contract Price
Customer
Customer Materials
Defect
Deliverables
Delivery Date
Delivery Location
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
GST
Intellectual Property Rights
Key Personnel
Milestone
Performance Standards
Personnel
Purchase Order
Quality Standards
Related Body Corporate
Representatives
Services
Service Levels
Specifications
Subcontractor
Term
Territory
Third Party Materials
Time for Delivery
Vendor
Vendor Materials
Warranty Period
Work Order
Term and Renewal
Supply Obligations
Ordering Process
Delivery
Acceptance Testing
Price and Payment
Invoicing
Quality Standards
Performance Standards
Service Levels
Key Performance Indicators
Warranties
Vendor Personnel
Subcontracting
Intellectual Property
Confidentiality
Privacy and Data Protection
Security Requirements
Insurance
Liability and Indemnity
Force Majeure
Termination
Exit Assistance
Business Continuity
Audit Rights
Compliance with Laws
Anti-Bribery and Corruption
Modern Slavery
Work Health and Safety
Environmental Requirements
Change Management
Dispute Resolution
Assignment and Novation
Notices
Governing Law
Manufacturing
Technology
Retail
Professional Services
Construction
Healthcare
Financial Services
Telecommunications
Energy and Utilities
Transportation and Logistics
Mining and Resources
Education
Agriculture
Procurement
Legal
Finance
Operations
Supply Chain
Risk and Compliance
Commercial
Project Management
Vendor Management Office
Internal Audit
Procurement Manager
Contract Manager
Legal Counsel
Supply Chain Manager
Operations Manager
Commercial Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Category Manager
Vendor Relationship Manager
Project Manager
Business Unit Manager
Chief Operating Officer
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