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Master Agreement And Sub Agreement
"I need a Master Agreement and Sub Agreement framework for a technology services relationship between our Indonesian software company and a multinational client, with particular focus on intellectual property protection and data privacy compliance, to be implemented by March 2025."
1. Parties: Identification of the contracting parties, including full legal names, company details, and registration numbers
2. Background: Context of the agreement, relationship between parties, and general purpose of the master agreement framework
3. Definitions: Comprehensive list of defined terms used throughout the master agreement and sub-agreements
4. Structure and Hierarchy: Explanation of master agreement and sub-agreement relationship, order of precedence, and interpretation principles
5. Term and Renewal: Duration of the master agreement, renewal provisions, and impact on sub-agreements
6. Sub-Agreement Process: Procedures for creating, executing, and managing sub-agreements
7. General Obligations: Core obligations and responsibilities of each party under the master framework
8. Representations and Warranties: Standard and specific representations and warranties of each party
9. Financial Terms: General pricing principles, payment terms, and financial arrangements
10. Compliance and Regulations: Obligations regarding laws, regulations, and compliance requirements
11. Intellectual Property: IP ownership, licenses, and protection provisions
12. Confidentiality: Protection and handling of confidential information
13. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation
14. Force Majeure: Events excusing performance and related procedures
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. Termination: Termination rights, procedures, and consequences for both master and sub-agreements
1. Change Control: Procedures for managing changes to master agreement or sub-agreements, used when frequent modifications are expected
2. Data Protection: Specific provisions for handling personal data, required when personal data processing is involved
3. Insurance: Insurance requirements and obligations, included when specific risk coverage is necessary
4. Anti-Corruption: Specific anti-corruption and compliance provisions, essential for international business relationships
5. Environmental Compliance: Environmental protection obligations, necessary for agreements involving environmental impacts
6. Service Levels: Framework for service level requirements, included when sub-agreements will involve service delivery
7. Personnel and Security: Requirements for personnel, security clearances, and access rights, used when on-site work or system access is needed
8. Language Requirements: Specific provisions about agreement language versions and precedence, essential when working with non-Indonesian parties
1. Template Sub-Agreement: Standard form sub-agreement template to be used for specific implementations
2. Governance Structure: Detailed governance framework, including committees, escalation procedures, and decision-making processes
3. Rate Card: Standard rates, prices, or financial terms applicable across sub-agreements
4. Technical Standards: Minimum technical requirements or standards applicable to all sub-agreements
5. Contact Details: Key contacts and authorized representatives for both parties
6. Compliance Requirements: Detailed compliance obligations and procedures
7. Change Request Template: Standard form for requesting and documenting changes to agreements
8. Service Level Framework: Standard service level metrics and measurement methodologies
Authors
Affiliate
Applicable Law
Background IP
Business Day
Commencement Date
Confidential Information
Contract Year
Deliverables
Dispute
Effective Date
Force Majeure Event
Foreground IP
Governing Law
Initial Term
Intellectual Property Rights
Key Personnel
Master Agreement
Material Breach
Notice
Parent Company
Parties
Personnel
Related Entities
Renewal Term
Representatives
Services
Sub-Agreement
Subsidiary
Term
Territory
Third Party
Working Hours
Change Request
Completion Date
Compliance Requirements
Contract Manager
Dispute Resolution Procedure
Documentation
Emergency
Good Industry Practice
Government Authority
Implementation Schedule
Liability Cap
Payment Terms
Performance Standards
Project
Quality Standards
Regulatory Requirements
Service Levels
Specification
Termination Date
Work Product
Recitals
Definitions
Interpretation
Term and Duration
Structure and Hierarchy
Sub-Agreement Process
Scope
General Obligations
Governance
Financial Provisions
Invoicing and Payment
Performance Standards
Quality Assurance
Compliance
Representations and Warranties
Intellectual Property
Data Protection
Confidentiality
Force Majeure
Change Control
Liability and Indemnification
Insurance
Security
Personnel
Subcontracting
Assignment and Transfer
Language Requirements
Notices
Dispute Resolution
Governing Law
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Termination
Exit Management
Survival
Entire Agreement
Severability
Waiver
Amendments
Counterparts
Information Technology
Manufacturing
Financial Services
Telecommunications
Healthcare
Energy
Retail
Professional Services
Logistics
Construction
Mining
Agriculture
Education
Infrastructure
Legal
Procurement
Commercial
Operations
Risk Management
Compliance
Business Development
Corporate Affairs
Project Management
Strategy
Finance
Executive Leadership
Chief Legal Officer
Legal Director
Contract Manager
Commercial Director
Procurement Manager
Business Development Manager
Chief Executive Officer
Chief Operating Officer
Legal Counsel
Corporate Secretary
Risk Manager
Compliance Officer
Project Manager
Operations Director
Strategic Partnerships Manager
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