Master Agreements are essential documents used to establish long-term business relationships where parties anticipate multiple transactions or ongoing services over time. This Master Agreement, governed by Belgian law, serves as an umbrella agreement that sets out the fundamental terms and conditions that will apply to all future specific agreements, purchase orders, or statements of work between the parties. It streamlines future transactions by eliminating the need to negotiate standard terms repeatedly while providing flexibility for specific commercial arrangements. The document incorporates requirements from the Belgian Civil Code and relevant EU regulations, making it suitable for both domestic and international business relationships. The Master Agreement typically includes provisions for ordering processes, payment terms, liability allocation, intellectual property rights, and dispute resolution, while allowing for specific details to be agreed upon in subsequent documents.
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1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Agreement: Overview of services/products covered and the relationship between this master agreement and future specific agreements
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Ordering Process: Procedures for placing and accepting orders under the master agreement
7. Prices and Payment Terms: General pricing principles, payment terms, and invoicing requirements
8. Service Levels: Basic service level commitments and performance standards
9. Warranties and Representations: Standard warranties and representations from both parties
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Intellectual Property Rights: Ownership and usage rights of intellectual property
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and severability
1. Data Protection: Detailed GDPR compliance provisions, required when personal data processing is involved
2. Insurance Requirements: Specific insurance obligations, needed for high-risk services or products
3. Compliance with Laws: Specific regulatory compliance requirements, needed for regulated industries
4. Environmental Requirements: Environmental compliance and sustainability commitments, relevant for manufacturing or logistics services
5. Security Requirements: IT and physical security requirements, needed for technology or facility access services
6. Business Continuity: Business continuity and disaster recovery requirements, important for critical services
7. Audit Rights: Detailed audit provisions, relevant for financial services or regulated industries
8. Personnel Requirements: Specific requirements for personnel qualifications and screening, relevant for service agreements
1. Schedule 1 - Services Description: Detailed description of services or products covered under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and pricing adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level agreements, measurement methods, and remedies
4. Schedule 4 - Operational Procedures: Detailed operational procedures, including ordering and delivery processes
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Schedule 6 - Contact Details: Key contacts and escalation procedures
7. Appendix A - Form of Order: Template for individual orders under the master agreement
8. Appendix B - Form of Statement of Work: Template for specific work assignments
9. Appendix C - Security Policies: Detailed security policies and procedures
10. Appendix D - Change Control Procedure: Process for managing changes to the agreement or services
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