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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: Defined terms used throughout the agreement
4. Scope of Agreement: Overall purpose and scope of the master agreement
5. Structure of Agreement: Hierarchy and relationship between master agreement and subsequent specific agreements
6. Term and Termination: Duration of the agreement and termination provisions
7. General Obligations: Core obligations of each party under the master agreement
8. Ordering Process: Process for entering into specific agreements or orders under the master framework
9. Prices and Payment Terms: General pricing principles and payment conditions
10. Intellectual Property Rights: Ownership and usage rights of IP
11. Confidentiality: Protection and handling of confidential information
12. Liability and Indemnification: Allocation of risks and liability between parties
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Data Protection: Compliance with Swiss data protection laws and data handling requirements
15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Insurance: Insurance requirements when specific risks need to be covered
2. Audit Rights: Right to audit compliance with agreement terms, typically included for regulated industries or complex services
3. Environmental Compliance: Environmental obligations for agreements involving manufacturing or physical goods
4. Quality Assurance: Quality standards and processes, particularly relevant for manufacturing or service agreements
5. Personnel Requirements: Specific requirements for personnel involved in service delivery
6. Business Continuity: Business continuity and disaster recovery requirements for critical services
7. Corporate Social Responsibility: CSR obligations when relevant to the business relationship
8. Export Control: Export control provisions for international trade relationships
9. Anti-Corruption: Anti-corruption provisions for international business or public sector relationships
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies
2. Schedule 2 - Service Levels: Specific service levels and performance metrics
3. Schedule 3 - Technical Requirements: Technical specifications or requirements
4. Schedule 4 - Form of Specific Agreement: Template for specific agreements to be entered into under the master agreement
5. Schedule 5 - Contact Details: Key contacts and notice details for both parties
6. Schedule 6 - Governance: Governance structure and escalation procedures
7. Appendix A - Data Processing Agreement: Detailed data protection and processing terms
8. Appendix B - Security Requirements: Information security requirements and procedures
Affiliate
Applicable Law
Background IP
Business Day
Confidential Information
Change Control
Commencement Date
Deliverables
Documentation
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Legal Requirements
Losses
Material Breach
Notice
Order
Parties
Personnel
Personal Data
Price
Products
Project
Related Agreements
Representatives
Services
Service Levels
Specific Agreement
Specification
Statement of Work
Subsidiary
Term
Territory
Third Party
Working Hours
Work Product
Definitions
Scope
Term and Duration
Framework Terms
Ordering Process
Performance Obligations
Payment Terms
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Insurance
Compliance with Laws
Anti-Corruption
Audit Rights
Change Control
Assignment and Subcontracting
Termination
Exit Management
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Language
Counterparts
Waiver
No Partnership
Costs
Further Assurance
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Pharmaceuticals
Consumer Goods
Industrial
Energy
Telecommunications
Logistics
Software
Consulting
Real Estate
Insurance
Legal
Commercial
Procurement
Finance
Operations
Risk and Compliance
Sales
Business Development
Contract Management
Account Management
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Business Development Director
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Sales Director
Account Executive
Partner
Managing Director
Chief Executive Officer
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