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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the master agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement
4. Structure and Scope: Framework of the master agreement and its relationship with subsequent transaction documents
5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
6. Services/Transactions Framework: General terms governing all services or transactions to be performed under the agreement
7. Ordering Process: Procedure for placing and accepting orders or statements of work under the master agreement
8. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements, and payment dispute procedures
9. Representations and Warranties: Standard representations and warranties from both parties
10. Confidentiality: Protection and handling of confidential information exchanged between parties
11. Intellectual Property Rights: Ownership and licensing of IP rights, including pre-existing and newly created IP
12. Indemnification: Mutual indemnification obligations and procedures
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Force Majeure: Events excusing performance and related procedures
15. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection and Privacy: Required when personal data processing is involved, outlining compliance with applicable data protection laws
2. Insurance: Include when specific insurance requirements need to be maintained by either party
3. Anti-Corruption and Compliance: Important for international transactions or when dealing with government entities
4. Parent Company Guarantee: Include when financial security from a parent company is required
5. Change Control: Necessary for complex service arrangements where formal change procedures are required
6. Service Levels: Include when specific performance metrics need to be maintained
7. Business Continuity: Important for critical services requiring disaster recovery planning
8. Environmental, Social and Governance (ESG): Include when ESG compliance is important to the parties
1. Schedule 1 - Service Descriptions: Detailed description of services or products covered under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies
4. Schedule 4 - Standard Operating Procedures: Detailed operational procedures and processes
5. Schedule 5 - Form of Statement of Work: Template for individual transactions or project-specific agreements
6. Schedule 6 - Contact Details and Escalation Matrix: Key personnel and escalation procedures for both parties
7. Schedule 7 - Technical Requirements: Technical specifications and requirements for services/products
8. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
9. Appendix B - Form of Parent Company Guarantee: Standard form of parent company guarantee if required
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Charges
Claim
Commencement Date
Confidential Information
Control
Customer
Customer Materials
Deliverables
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Governmental Authority
Initial Term
Intellectual Property Rights
Key Personnel
Liability
Losses
Material Breach
Notice
Parent Company
Party/Parties
Personnel
Purchase Order
Renewal Term
Representatives
Services
Service Levels
Specification
Statement of Work
Subsidiary
Supplier
Term
Territory
Third Party
Transaction Documents
Working Hours
Work Product
Scope of Agreement
Term and Duration
Services Framework
Pricing and Payment
Ordering Process
Performance Standards
Acceptance Testing
Delivery Terms
Personnel and Resources
Subcontracting
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property Rights
License Grants
Non-Competition
Non-Solicitation
Record Keeping
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Suspension Rights
Termination
Exit Management
Change Control
Assignment and Novation
Dispute Resolution
Governing Law
Notices
Force Majeure
Anti-Corruption
Compliance with Laws
Parent Company Guarantee
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Relationship of Parties
Announcements and Publicity
Information Technology
Manufacturing
Financial Services
Telecommunications
Healthcare
Retail
Professional Services
Energy
Infrastructure
Logistics and Supply Chain
Pharmaceuticals
Automotive
Consumer Goods
Media and Entertainment
Legal
Procurement
Commercial
Operations
Risk and Compliance
Finance
Sales
Business Development
Project Management
Contract Administration
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Chief Financial Officer
General Counsel
Sales Director
Account Manager
Project Manager
Vice President of Operations
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