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Master Framework Agreement
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general business relationship
3. Definitions and Interpretation: Key terms, interpretation rules, and hierarchy of documents
4. Structure and Scope: Framework mechanics, relationship with subsequent agreements, ordering process
5. Term and Termination: Duration, renewal provisions, termination rights and consequences
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Prices and Payment: Pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms
8. Performance Standards: General quality requirements and service levels applicable to all orders
9. Compliance and Audit Rights: Regulatory compliance requirements and audit provisions
10. Intellectual Property Rights: IP ownership, licenses, and protection measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification obligations
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Choice of Danish law and dispute resolution procedures
15. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments
1. Data Protection: Required if personal data processing is involved, detailing GDPR compliance requirements
2. Insurance: Include if specific insurance requirements are needed based on services/goods
3. Environmental Requirements: Include for agreements involving environmental impacts or sustainability commitments
4. Personnel and Subcontractors: Required if services involve key personnel or subcontractor usage
5. Security Requirements: Include if dealing with sensitive information or systems access
6. Business Continuity: Required for critical services or high-value relationships
7. Corporate Social Responsibility: Include if parties have specific CSR requirements or commitments
8. Export Control: Required if goods/services may be subject to export restrictions
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies
2. Schedule 2 - Service/Product Specifications: General specifications applicable to all orders
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement procedures
4. Schedule 4 - Order Template: Standard form for placing orders under the framework
5. Schedule 5 - Key Personnel: If applicable, details of key personnel and roles
6. Schedule 6 - Approved Subcontractors: If applicable, list of pre-approved subcontractors
7. Schedule 7 - Data Processing Agreement: Required if personal data processing is involved
8. Schedule 8 - Security Requirements: Detailed security protocols and requirements
9. Appendix A - Contact Details: Key contacts and notice details for both parties
10. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage levels
Authors
Affiliate
Applicable Law
Business Day
Charges
Confidential Information
Customer
Customer Materials
Deliverables
Delivery Location
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Order
Personnel
Products
Purchase Order
Renewal Period
Services
Service Levels
Specifications
Subsidiary
Supplier
Term
Working Hours
Call-Off Contract
Framework Period
Key Personnel
Performance Standards
Quality Requirements
Regulatory Requirements
Service Credits
Statement of Work
Subcontractor
Technical Requirements
Territory
Third Party
VAT
Working Day
Change Control Procedure
Completion Date
Contract Year
Data Protection Laws
Dispute Resolution Procedure
Implementation Plan
Insurance Requirements
Material Breach
Notice
Parent Company
Project
Quality Standards
Records
Review Meeting
Schedule
Service Provider
Service Recipient
Start Date
Termination Date
Framework Structure
Ordering Process
Term and Duration
Termination
Pricing
Payment Terms
Service Levels
Performance Standards
Delivery
Acceptance
Quality Requirements
Warranties
Intellectual Property
Confidentiality
Data Protection
Security
Liability
Indemnification
Insurance
Force Majeure
Change Control
Audit Rights
Regulatory Compliance
Anti-Corruption
Competition Law
Personnel
Subcontracting
Assignment
Notices
Amendments
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
No Partnership
Third Party Rights
Business Continuity
Environmental Compliance
Health and Safety
Records and Reports
Relationship Management
Exit Management
Marketing and Publicity
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