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Contract Framework Agreement
"I need a Contract Framework Agreement to establish a multi-year relationship with IT service providers, starting from January 2025, with specific provisions for data protection and quarterly performance reviews."
1. Parties: Identifies and defines all parties to the agreement with full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the framework agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement
4. Framework Structure: Explains how the framework operates, including call-off procedures
5. Duration and Term: Specifies the initial term and any extension provisions
6. Ordering Process: Details the process for placing and accepting orders under the framework
7. Pricing and Payment: Sets out pricing structure, payment terms, and invoicing procedures
8. Obligations and Warranties: Lists core obligations of all parties and standard warranties
9. Termination: Specifies termination rights and procedures
10. Governing Law and Jurisdiction: Confirms applicable law and jurisdiction for disputes
1. Service Levels: Defines performance standards and metrics for service delivery
2. Change Control: Procedure for making changes to the agreement or underlying services/goods
3. Data Protection: GDPR and data protection compliance requirements and procedures
4. Insurance: Specific insurance requirements and coverage obligations
5. Intellectual Property: IP rights, ownership, and licensing arrangements
1. Services/Goods Schedule: Detailed description of services or goods covered under the framework
2. Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Service Levels Schedule: Detailed performance metrics, measurement methods, and reporting requirements
4. Form of Call-off Contract: Template contract for individual orders under the framework
5. Change Control Procedure: Detailed process for implementing changes to the agreement or services
6. Key Personnel Schedule: List of key staff, their roles, and replacement procedures
Authors
Business Day
Call-off Contract
Commencement Date
Confidential Information
Contract Price
Deliverables
Effective Date
Force Majeure Event
Framework Period
Good Industry Practice
Goods
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Material Breach
Order
Party/Parties
Personnel
Purchase Order
Services
Service Levels
Specification
Supplier
Term
Third Party
Working Hours
Acceptance Criteria
Affiliate
Background IP
Change Control Procedure
Data Protection Legislation
Foreground IP
Group Company
Implementation Plan
KPIs
Milestone
Parent Company
Quality Standards
Regulatory Requirements
Service Credits
Statement of Work
Subsidiary
Territory
Variation
Duration and Term
Framework Structure
Ordering Process
Acceptance Procedure
Pricing and Payment
Invoicing
Warranties
Service Levels
Quality Requirements
Delivery
Title and Risk
Obligations
Key Personnel
Compliance with Laws
Records and Audit
Confidentiality
Data Protection
Intellectual Property
Indemnity
Liability
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Change Control
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law and Jurisdiction
Anti-Bribery
Modern Slavery
Environmental Compliance
Health and Safety
Security Requirements
Business Continuity
Parent Company Guarantee
Export Control
Competition Law Compliance
Staff Transfer
Non-Solicitation
Benchmarking
Step-In Rights
Performance Bond
Source Code Escrow
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