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Single Supplier Framework Agreement

Single Supplier Framework Agreement Template for Canada

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Key Requirements PROMPT example:

Single Supplier Framework Agreement

"I need a Single Supplier Framework Agreement for a technology hardware supplier based in Ontario, with specific provisions for quarterly price reviews and stringent data security requirements, to commence from March 1, 2025."

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Document background
The Single Supplier Framework Agreement is designed for organizations in Canada seeking to establish a long-term, structured relationship with a single supplier for recurring procurement needs. This document type is particularly valuable when a buyer has identified a preferred supplier and wants to streamline future purchases while maintaining consistent terms and pricing. The agreement operates under Canadian federal and provincial legislation, incorporating necessary compliance elements for commercial contracts, competition law, and sector-specific regulations. It typically includes detailed provisions for ordering procedures, pricing mechanisms, service levels, and the creation of call-off contracts, providing both parties with clarity and operational efficiency in their ongoing business relationship. The framework nature of the agreement allows for flexibility in volume and timing of purchases while maintaining standard terms and conditions.
Suggested Sections

1. Parties: Identification of the framework provider (supplier) and the purchasing entity, including full legal names and addresses

2. Background: Context of the framework agreement, including the supplier's selection process and general intent of the parties

3. Definitions: Detailed definitions of terms used throughout the agreement, including 'Call-Off Contract', 'Framework Period', 'Services/Goods', etc.

4. Framework Structure: Explains how the framework operates, including process for creating call-off contracts and their relationship to the framework

5. Duration: Term of the framework agreement, including start date, initial period, and any extension options

6. Ordering Process: Detailed procedures for placing orders under the framework, including order forms, acceptance, and timelines

7. Pricing and Payment: Framework prices, price adjustment mechanisms, payment terms, and invoicing requirements

8. Quality and Performance: Quality standards, KPIs, performance monitoring, and reporting requirements

9. Supplier Obligations: Key responsibilities and commitments of the supplier under the framework

10. Customer Obligations: Key responsibilities and commitments of the customer under the framework

11. Risk and Insurance: Risk allocation, required insurance coverage, and liability provisions

12. Confidentiality: Protection of confidential information exchanged under the framework

13. Termination: Grounds for termination, termination process, and consequences of termination

14. General Provisions: Standard boilerplate clauses including governing law, notices, assignment, and entire agreement

Optional Sections

1. Intellectual Property Rights: Required when framework involves software, creative works, or IP-sensitive materials

2. Data Protection: Required when personal data processing is involved in the framework

3. Environmental Compliance: Added for frameworks with significant environmental impacts or sustainability requirements

4. Security Requirements: Needed for frameworks involving sensitive information or security-critical services

5. Export Control: Required for frameworks involving international trade or controlled goods

6. Disaster Recovery: Important for critical supply arrangements requiring business continuity provisions

7. Change Control: Needed for complex frameworks where formal change management is required

8. Anti-Corruption: Added for high-value frameworks or those with international elements

9. Subcontracting: Required when supplier may need to subcontract significant portions of work

Suggested Schedules

1. Schedule 1 - Specification: Detailed description of goods/services covered by the framework

2. Schedule 2 - Pricing: Detailed pricing structure, including any volume discounts or special pricing mechanisms

3. Schedule 3 - Ordering Procedure: Detailed process flow and forms for placing and accepting orders

4. Schedule 4 - Call-off Terms and Conditions: Standard terms that will apply to individual call-off contracts

5. Schedule 5 - Service Levels: Detailed KPIs, service levels, and performance measurement criteria

6. Schedule 6 - Form of Call-off Contract: Template contract for individual orders under the framework

7. Schedule 7 - Change Control Procedure: Detailed process for managing changes to the framework or call-offs

8. Schedule 8 - Key Personnel: List of key supplier personnel and their roles in framework delivery

9. Schedule 9 - Approved Subcontractors: List of pre-approved subcontractors and their permitted scope of work

10. Appendix A - Contact Details: Contact information for key personnel on both sides

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Business Day
Call-off Contract
Call-off Terms and Conditions
Commencement Date
Confidential Information
Contract Price
Contract Year
Customer
Deliverables
Delivery Location
Dispute Resolution Procedure
Force Majeure Event
Framework Period
Good Industry Practice
Goods
GST/HST
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Order
Order Form
Performance Standards
Personal Information
Price List
Quality Standards
Representatives
Services
Service Levels
Specifications
Supplier
Term
Termination Date
Territory
Working Hours
Change Control Procedure
Commercially Reasonable Efforts
Contract Documents
Framework Manager
Framework Prices
KPIs
Purchase Order
Quality Management System
Related Entities
Schedule of Rates
Security Requirements
Service Credits
Statement of Work
Subcontractor
Clauses
Interpretation
Framework Structure
Duration and Extension
Scope of Framework
Ordering Process
Non-Exclusivity
Pricing and Payment
Invoicing
Performance Monitoring
Quality Assurance
Service Levels
Delivery Terms
Title and Risk
Warranties and Representations
Supplier Obligations
Customer Obligations
Key Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Force Majeure
Insurance
Limitation of Liability
Indemnification
Change Control
Dispute Resolution
Termination Rights
Consequences of Termination
Anti-Corruption
Competition Law Compliance
Assignment and Novation
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law
Jurisdiction
Relationship of Parties
Security Requirements
Business Continuity
Environmental Compliance
Health and Safety
Record Keeping
Audit Rights
Publicity
Language of Contract
Relevant Industries

Manufacturing

Technology and Software

Healthcare and Medical Supplies

Professional Services

Construction and Infrastructure

Telecommunications

Energy and Utilities

Food and Beverage

Transportation and Logistics

Financial Services

Industrial Equipment

Government and Public Sector

Relevant Teams

Procurement

Legal

Supply Chain

Operations

Finance

Compliance

Risk Management

Commercial

Vendor Management

Contract Administration

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Contract Manager

Legal Counsel

Chief Procurement Officer

Purchasing Officer

Category Manager

Vendor Relations Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Business Development Manager

Account Manager

Industries
Competition Act (R.S.C., 1985, c. C-34): Federal legislation governing competition and anti-trust matters, ensuring the framework agreement doesn't contain anti-competitive provisions
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation relevant for handling personal and business information in commercial transactions
Sale of Goods Act: Provincial legislation governing the sale of goods and commercial transactions (varies by province but similar principles)
Electronic Commerce Act: Provincial legislation governing electronic transactions and digital signatures (varies by province)
Civil Code of Quebec: Specific consideration if any parties are based in Quebec, as it operates under civil law rather than common law
Excise Tax Act (R.S.C., 1985, c. E-15): Federal legislation governing GST/HST implications in commercial contracts
Commercial Arbitration Act (R.S.C., 1985, c. 17): Federal legislation governing commercial arbitration for dispute resolution
Provincial Limitations Act: Provincial legislation setting time limits for legal actions (varies by province)
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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