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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 and Purpose: Overall scope of the framework agreement and its intended purpose
5. Structure and Hierarchy: Relationship between this agreement and subsequent agreements/orders
6. Term and Termination: Duration of the framework and termination provisions
7. Ordering Process: Process for placing and accepting orders under the framework
8. General Terms: Standard terms applying to all transactions under the framework
9. Pricing and Payment: General pricing principles and payment terms
10. Confidentiality: Protection of confidential information exchanged
11. Intellectual Property: IP ownership and usage rights
12. Liability and Indemnification: Allocation of risks and liability limitations
13. Force Majeure: Handling of events beyond parties' reasonable control
14. Governing Law and Jurisdiction: Application of Swiss law and dispute resolution
15. General Provisions: Miscellaneous legal provisions including notices, amendments, etc.
1. Exclusivity: Used when parties agree to exclusive dealing arrangements
2. Minimum Purchase Commitments: Include when there are guaranteed purchase volumes
3. Quality Standards: For agreements involving product or service quality requirements
4. Compliance Requirements: When specific regulatory or industry compliance is needed
5. Data Protection: When personal data processing is involved
6. Insurance: When specific insurance coverage is required
7. Parent Company Guarantee: When additional financial security is needed
8. Change Control: For frameworks requiring formal change management
9. Service Levels: When service performance metrics are relevant
10. Audit Rights: When compliance or performance auditing is required
1. Schedule 1 - Standard Terms and Conditions: Detailed terms applying to all transactions
2. Schedule 2 - Pricing Schedule: Detailed pricing structure and mechanisms
3. Schedule 3 - Service/Product Specifications: Technical or service specifications
4. Schedule 4 - Order Form Template: Standard format for placing orders
5. Schedule 5 - Key Personnel: List of key contacts and responsibilities
6. Schedule 6 - Service Levels and KPIs: Detailed performance metrics if applicable
7. Schedule 7 - Governance Procedures: Detailed management and escalation procedures
8. Schedule 8 - Compliance Requirements: Detailed regulatory or industry requirements
9. Appendix A - Data Processing Agreement: If personal data processing is involved
10. Appendix B - Security Requirements: IT or physical security requirements if relevant
Affiliate
Applicable Law
Business Day
Confidential Information
Commencement Date
Call-Off Contract
Charges
Change Control Procedure
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Order
Order Form
Products
Purchase Order
Quality Standards
Representatives
Services
Service Levels
Schedules
Specification
Standard Terms and Conditions
Subsidiary
Statement of Work
Term
Territory
Third Party
Working Hours
Working Day
VAT
Warranties
Framework Structure
Duration
Ordering Process
Pricing
Payment Terms
Service Delivery
Quality Requirements
Performance Standards
Acceptance Procedures
Warranties
Intellectual Property
Data Protection
Confidentiality
Liability
Indemnification
Insurance
Force Majeure
Change Control
Termination
Exit Management
Assignment and Subcontracting
Notices
Amendments
Entire Agreement
Severability
Third Party Rights
Competition Law Compliance
Anti-Corruption
Dispute Resolution
Governing Law
Jurisdiction
Manufacturing
Technology
Professional Services
Healthcare
Financial Services
Retail
Telecommunications
Energy
Logistics
Construction
Pharmaceuticals
Industrial Services
Legal
Procurement
Commercial
Operations
Finance
Risk & Compliance
Supply Chain
Business Development
Account Management
Contract Administration
Chief Legal Officer
Head of Procurement
Commercial Director
Contract Manager
Legal Counsel
Procurement Manager
Business Development Director
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Supply Chain Manager
Account Director
Commercial Manager
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