The Commercial Supplier Agreement is essential for businesses operating in England and Wales who engage in the regular supply of goods or services. This document establishes clear contractual obligations, risk allocation, and performance standards between parties. It incorporates key requirements under English law, including provisions from the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982. The agreement is particularly valuable for ongoing commercial relationships where regular supply arrangements need to be formalized and protected.
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Key Requirements PROMPT example:
Commercial Supplier Agreement
"I need a Commercial Supplier Agreement for my tech company to supply software development services to enterprise clients in the UK, with specific focus on data protection and intellectual property provisions."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions and Interpretation: Key terms and interpretation rules
4. Supply of Goods/Services: Core obligations regarding the supply
5. Pricing and Payment: Payment terms, invoicing, and price adjustment mechanisms
6. Service Levels: Performance standards and metrics
7. Term and Termination: Duration and termination provisions
8. Liability and Indemnities: Risk allocation between parties
9. Confidentiality: Protection of confidential information
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Data Protection: Required when personal data is processed under UK GDPR and Data Protection Act 2018
2. Intellectual Property: IP ownership and licensing terms for contracts involving intellectual property rights
3. Force Majeure: Provisions for unforeseeable circumstances in long-term or high-value contracts
4. Change Control: Process for managing changes in complex or long-term arrangements
5. Insurance: Insurance requirements for high-risk or regulated supplies
1. Schedule 1 - Specification: Detailed description of goods/services to be supplied
2. Schedule 2 - Charges: Detailed pricing structure and rates
3. Schedule 3 - Service Levels: Detailed performance metrics and KPIs
4. Schedule 4 - Processing of Personal Data: Details of data processing activities and compliance requirements
5. Schedule 5 - Form of Change Control Notice: Template for documenting and approving contract variations
Authors
Relevant legal definitions
Agreement
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Materials
Deliverables
Delivery Location
Force Majeure Event
Goods
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Material Breach
Order
Personal Data
Purchase Order
Representatives
Services
Service Levels
Specification
Supplier
Supplier Personnel
Term
Working Hours
VAT
Acceptance Criteria
Change Control Notice
Data Protection Legislation
Group Company
Implementation Plan
KPIs
Milestone
Parent Company Guarantee
Performance Credits
Service Credits
Statement of Work
Transition Period
Warranty Period
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Materials
Deliverables
Delivery Location
Force Majeure Event
Goods
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Material Breach
Order
Personal Data
Purchase Order
Representatives
Services
Service Levels
Specification
Supplier
Supplier Personnel
Term
Working Hours
VAT
Acceptance Criteria
Change Control Notice
Data Protection Legislation
Group Company
Implementation Plan
KPIs
Milestone
Parent Company Guarantee
Performance Credits
Service Credits
Statement of Work
Transition Period
Warranty Period
Clauses
Interpretation
Supply Obligations
Delivery
Quality Standards
Title and Risk
Price and Payment
Service Levels
Customer Obligations
Change Control
Warranties
Compliance with Laws
Record Keeping
Audit Rights
Intellectual Property
Confidentiality
Data Protection
Insurance
Liability and Indemnity
Force Majeure
Term and Termination
Exit and Migration
Anti-Bribery
Modern Slavery
Assignment and Subcontracting
Notices
Variation
Waiver
Severance
Entire Agreement
Third Party Rights
Governing Law and Jurisdiction
Parent Company Guarantee
Security Requirements
Environmental Requirements
Health and Safety
Business Continuity
Disaster Recovery
Key Personnel
TUPE
Non-Solicitation
Export Control
Anti-Money Laundering
Sanctions Compliance
Supply Obligations
Delivery
Quality Standards
Title and Risk
Price and Payment
Service Levels
Customer Obligations
Change Control
Warranties
Compliance with Laws
Record Keeping
Audit Rights
Intellectual Property
Confidentiality
Data Protection
Insurance
Liability and Indemnity
Force Majeure
Term and Termination
Exit and Migration
Anti-Bribery
Modern Slavery
Assignment and Subcontracting
Notices
Variation
Waiver
Severance
Entire Agreement
Third Party Rights
Governing Law and Jurisdiction
Parent Company Guarantee
Security Requirements
Environmental Requirements
Health and Safety
Business Continuity
Disaster Recovery
Key Personnel
TUPE
Non-Solicitation
Export Control
Anti-Money Laundering
Sanctions Compliance
Relevant Industries
Relevant Teams
Relevant Roles
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