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Master Framework Agreement
I need a Master Framework Agreement under Swiss law for a software development company providing IT services to multiple European clients, with specific emphasis on data protection compliance and service level commitments, to be implemented by March 2025.
1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement and its schedules
4. Scope of Agreement: Framework terms governing future specific agreements and overall business relationship
5. Structure of Relationship: Hierarchy of documents, relationship between framework and specific agreements
6. Ordering Process: Procedure for placing and accepting orders under the framework
7. Terms of Payment: Payment terms, invoicing requirements, and currency specifications
8. Obligations of the Parties: General obligations and responsibilities of each party
9. Representations and Warranties: Standard representations and warranties from both parties
10. Liability and Indemnification: Limitation of liability and indemnification provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of the agreement and termination rights
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Include when IP rights may be created or licensed under the framework
2. Data Protection: Include when personal data processing is involved
3. Insurance: Include when specific insurance requirements are necessary
4. Compliance with Laws: Include when specific regulatory compliance needs to be addressed
5. Non-Competition: Include when parties need to restrict competitive activities
6. Service Levels: Include when performance standards need to be established
7. Audit Rights: Include when verification of compliance or performance is required
8. Personnel: Include when specific requirements for personnel or key contacts are needed
9. Business Continuity: Include when service continuity is critical
10. Environmental Requirements: Include when environmental compliance or standards are relevant
1. Schedule 1 - Pricing and Payment Terms: Detailed pricing structure, payment terms, and invoicing requirements
2. Schedule 2 - Service/Product Specifications: Detailed specifications of services or products covered by the framework
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methods
4. Schedule 4 - Operational Procedures: Detailed procedures for day-to-day operations and communication
5. Schedule 5 - Form of Order: Template for specific orders under the framework
6. Schedule 6 - Contact Details: List of key contacts and escalation procedures
7. Schedule 7 - Data Processing Agreement: Detailed terms for personal data processing if applicable
8. Schedule 8 - Compliance Requirements: Specific regulatory or compliance requirements
9. Appendix A - Technical Requirements: Technical specifications or requirements
10. Appendix B - Security Requirements: Information security requirements and procedures
Authors
Affiliate
Appendix/Appendices
Applicable Law
Business Day
Confidential Information
Contract Year
Customer
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Loss
Material Breach
Order
Party/Parties
Personal Data
Personnel
Price
Purchase Order
Representatives
Schedule
Services
Service Levels
Specifications
Statement of Work
Subsidiary
Supplier
Term
Territory
Third Party
Working Hours
Working Day
VAT
Acceptance
Change Control
Completion Date
Data Protection Laws
Documentation
Emergency
Fees
Framework
Key Personnel
Milestone
Quality Standards
Response Time
Software
Subcontractor
Definitions
Framework Structure
Ordering Process
Term and Duration
Supply Obligations
Service Standards
Quality Requirements
Acceptance Procedures
Pricing and Payment
Invoicing
Performance Standards
Delivery Terms
Title and Risk
Warranties
Indemnification
Limitation of Liability
Insurance
Intellectual Property Rights
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Change Control
Termination Rights
Termination Consequences
Assignment and Subcontracting
Compliance with Laws
Anti-Corruption
Export Control
Business Continuity
Audit Rights
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Counterparts
Authority to Sign
Language
Survival
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Telecommunications
Retail
Energy
Transportation
Construction
Pharmaceuticals
Consumer Goods
Industrial Services
Software Development
Consulting
Legal
Procurement
Commercial
Finance
Operations
Risk Management
Compliance
Business Development
Sales
Supply Chain
Contract Management
Account Management
Legal Counsel
Contract Manager
Commercial Director
Procurement Manager
Chief Legal Officer
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Chief Financial Officer
Account Manager
Project Manager
Supply Chain Manager
General Counsel
Sales Director
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