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1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of establishing the umbrella framework
3. Definitions: Comprehensive list of defined terms used throughout the agreement and subsequent agreements
4. Structure and Scope: Overview of how the umbrella agreement operates and its relationship with subsequent agreements
5. Term and Termination: Duration of the master agreement and circumstances for termination
6. Ordering Process: Procedures for entering into subsequent agreements or work orders
7. Governance: Management structure, meeting requirements, escalation procedures
8. Financial Terms: Master financial provisions, including pricing principles, payment terms, and invoicing requirements
9. Confidentiality: Protection of confidential information exchanged under the agreement and subsequent agreements
10. Intellectual Property: Ownership and usage rights of IP under the master agreement and subsequent agreements
11. Liability and Indemnification: Risk allocation between parties, limitation of liability, and indemnification obligations
12. Insurance: Required insurance coverage to be maintained by each party
13. Dispute Resolution: Process for resolving disputes, including escalation procedures and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Data Protection: Detailed provisions for handling personal data, required if personal data processing is involved
2. Compliance: Specific regulatory compliance requirements, needed for regulated industries
3. Service Levels: Master service level principles, included if service performance metrics will be standard across agreements
4. Environmental Requirements: Environmental compliance and sustainability requirements, relevant for agreements involving physical goods or services with environmental impact
5. Security Requirements: Information and physical security requirements, necessary for agreements involving sensitive data or facilities
6. Business Continuity: Disaster recovery and business continuity requirements, important for critical business relationships
7. Language Requirements: Language provisions required for Quebec operations or international aspects
8. Personnel: Requirements for personnel, background checks, and training, relevant when services involve dedicated staff
1. Template Statements of Work: Standard templates for subsequent agreements or work orders
2. Pricing Schedule: Standard rate cards, pricing models, and cost calculations
3. Governance Procedures: Detailed procedures for contract management and governance
4. Technical Requirements: Standard technical specifications or requirements applicable across all services
5. Security Standards: Detailed security requirements and compliance standards
6. Service Level Framework: Detailed service level metrics, measurement methods, and remedies
7. Approved Subcontractors: List of pre-approved subcontractors and their scope of work
8. Contact Details: Key contacts and escalation points for both parties
9. Change Control Procedure: Detailed process for implementing changes to the agreement or subsequent agreements
Agreement
Applicable Law
Background IP
Business Day
Change Control
Charges
Commencement Date
Confidential Information
Contract Year
Control
Customer
Customer Data
Deliverables
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governance Procedures
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Notice
Parent Company
Parties
Personal Information
Personnel
Project
Related Agreements
Representatives
Services
Service Levels
Specifications
Statement of Work
Subsidiary
Subsequent Agreement
Supplier
Term
Territory
Third Party
Work Order
Working Hours
Change Request
Compliance Requirements
Dispute Resolution Procedure
Documentation
Emergency
Fees
Force Majeure Notice
Governance Body
Implementation Plan
Insurance Requirements
Project Manager
Quality Standards
Records
Security Requirements
Service Credits
Service Provider
Steering Committee
Termination Date
Transition Period
Warranty Period
Recitals
Definitions
Interpretation
Term and Duration
Scope
Framework Structure
Subsequent Agreements
Ordering Process
Contract Formation
Services Delivery
Performance Standards
Acceptance
Pricing and Payment
Invoicing
Taxes
Governance
Reporting
Change Control
Compliance
Regulatory Requirements
Privacy
Data Protection
Confidentiality
Intellectual Property
Personnel
Subcontracting
Security
Business Continuity
Force Majeure
Audit Rights
Insurance
Warranties
Indemnification
Limitation of Liability
Suspension Rights
Termination
Exit Management
Language Requirements
Notice
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Education
Retail
Telecommunications
Energy
Construction
Transportation
Logistics
Consulting
Software Development
Business Process Outsourcing
Legal
Procurement
Commercial
Operations
Vendor Management
Risk Management
Compliance
Finance
Business Development
Project Management
Strategic Sourcing
Contract Administration
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Operations Director
Vendor Management Lead
Risk Manager
Compliance Officer
General Counsel
Strategic Sourcing Manager
Project Manager
Account Executive
Chief Financial Officer
Chief Operations Officer
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