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Master Vendor Agreement
I need a Master Vendor Agreement under Swiss law for a software development company providing services to multiple European clients, with strong emphasis on data protection and intellectual property rights, planned to be implemented by March 2025.
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: General framework of services/products to be provided by the vendor
5. Ordering Process: Procedures for placing and accepting orders
6. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements
7. Service Levels: Basic performance standards and measurement criteria
8. Vendor Obligations: Core responsibilities and commitments of the vendor
9. Customer Obligations: Core responsibilities and commitments of the customer
10. Quality Standards: Required quality levels and quality assurance processes
11. Intellectual Property Rights: Ownership and usage rights of IP
12. Confidentiality: Protection of confidential information
13. Data Protection: Compliance with Swiss data protection laws and data handling requirements
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Insurance: Required insurance coverage
16. Term and Termination: Duration of agreement and termination provisions
17. Force Majeure: Handling of events beyond parties' reasonable control
18. Governing Law and Jurisdiction: Swiss law application and jurisdiction for disputes
19. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Compliance with Laws: Specific regulatory compliance requirements, used when operating in regulated industries
2. Business Continuity: Disaster recovery and business continuity requirements, important for critical service providers
3. Security Requirements: Detailed security obligations, essential for vendors handling sensitive data or systems
4. Environmental Requirements: Environmental standards and compliance, relevant for manufacturing or waste-producing services
5. Social Responsibility: ESG requirements, used when aligned with company policies
6. Audit Rights: Detailed audit provisions, important for regulated industries or critical vendors
7. Personnel Requirements: Specific staff qualification or screening requirements, used for onsite or sensitive services
8. Import/Export Compliance: International trade compliance, needed for cross-border services or goods
9. Change Control: Formal process for changes to services/products, important for complex service relationships
1. Schedule 1 - Services Description: Detailed description of services/products covered under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing, including rate cards and pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level agreements, measurement methods, and remedies
4. Schedule 4 - Technical Requirements: Technical specifications and requirements
5. Schedule 5 - Data Processing Agreement: Detailed data protection and processing requirements under Swiss law
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Governance and Reporting: Management structure, meeting schedule, and reporting requirements
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Appendix A - Contact Details: Key contacts and escalation matrix
10. Appendix B - Form of Order: Template for individual orders under the master agreement
Authors
Affiliate
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Order
Personal Data
Purchase Order
Quality Standards
Representatives
Services
Service Levels
Service Credits
Service Provider
Specifications
Statement of Work
Subcontractor
Term
Territory
Third Party
Vendor
Vendor Personnel
Working Hours
Work Product
Change Request
Acceptance Criteria
Critical Service Levels
Disaster Recovery Plan
Emergency Maintenance
Exit Plan
Implementation Plan
Incident
Initial Term
Key Performance Indicators
Maintenance Window
Milestone
Notice
Planned Maintenance
Quality Management System
Renewal Term
Response Time
Risk Assessment
Service Interruption
Software
Support Services
Systems
Technical Requirements
Termination Date
Transition Period
Warranty Period
Term
Supply of Services
Service Standards
Ordering Process
Pricing
Invoicing
Payment Terms
Personnel
Customer Obligations
Vendor Obligations
Quality Assurance
Service Levels
Performance Monitoring
Reporting
Governance
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Security
Audit Rights
Records and Documentation
Business Continuity
Subcontracting
Warranties
Liability
Indemnification
Insurance
Force Majeure
Suspension Rights
Termination
Exit Management
Assignment and Novation
Variation
Waiver
Severability
Entire Agreement
Third Party Rights
Notices
Dispute Resolution
Governing Law
Jurisdiction
Anti-Corruption
Import/Export Control
Environmental Compliance
Health and Safety
Social Responsibility
Competition Law Compliance
Information Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Telecommunications
Retail
Energy
Construction
Transportation and Logistics
Pharmaceuticals
Consumer Goods
Industrial Equipment
Software and Technology
Consulting Services
Legal
Procurement
Finance
Operations
Risk Management
Commercial
Supply Chain
Vendor Management
Information Technology
Compliance
Business Development
Chief Procurement Officer
Head of Legal
Commercial Director
Procurement Manager
Contract Manager
Supply Chain Director
Vendor Relations Manager
Chief Financial Officer
Risk Manager
Operations Director
Category Manager
Legal Counsel
Sourcing Manager
Commercial Manager
Business Unit Director
Chief Technology Officer
Head of Operations
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