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Overagreement
"I need an Overagreement for my IT services company based in Bangalore, which will serve as a master agreement with multiple international clients for software development services, incorporating data protection requirements and offshore development provisions, planned to take effect from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope and Purpose: Overall scope of the master agreement and its intended purpose
5. Term and Termination: Duration of the agreement and termination provisions
6. Framework for Individual Transactions: Process for entering into individual transactions under the master agreement
7. General Obligations: Core obligations of each party under the master agreement
8. Pricing and Payment Terms: General framework for pricing and payment arrangements
9. Representations and Warranties: Standard representations and warranties made by each party
10. Confidentiality: Protection and handling of confidential information
11. Intellectual Property: Ownership and usage rights of intellectual property
12. Liability and Indemnification: Allocation of risks and indemnification obligations
13. Force Majeure: Provisions for handling events beyond parties' control
14. Dispute Resolution: Process for resolving disputes between parties
15. Governing Law: Applicable law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, etc
1. Compliance with Laws: Specific regulatory compliance requirements - include when dealing with regulated industries
2. Data Protection: Specific data protection and privacy provisions - include when personal data processing is involved
3. Insurance: Insurance requirements - include when specific insurance coverage is necessary
4. Security Requirements: Security protocols and requirements - include when dealing with sensitive information or systems
5. Quality Standards: Specific quality standards and metrics - include when service quality is crucial
6. Personnel Requirements: Specific requirements for personnel - include when service delivery involves key personnel
7. Audit Rights: Rights to audit compliance - include when regulatory or performance monitoring is required
8. Business Continuity: Business continuity and disaster recovery - include for critical services or operations
1. Schedule 1 - Service Specifications: Detailed description of services or transactions covered
2. Schedule 2 - Pricing Schedule: Detailed pricing structure and mechanisms
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Governance Structure: Management and escalation procedures
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Schedule 6 - Contact Details: Key contacts and notice details for both parties
7. Schedule 7 - Form of Individual Transaction Agreement: Template for individual transactions under the master agreement
8. Appendix A - Compliance Requirements: Detailed compliance and regulatory requirements
9. Appendix B - Security Protocols: Detailed security procedures and requirements
Authors
Agreement
Applicable Law
Business Day
Confidential Information
Commencement Date
Deliverables
Effective Date
Force Majeure Event
Individual Transaction Agreement
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Parties
Personnel
Price
Related Party
Relevant Authority
Renewal Term
Representatives
Schedule
Services
Service Levels
Specifications
Subsidiary
Term
Territory
Third Party
Transaction
Transaction Documents
Working Hours
Working Day
Year
Change Control
Dispute
Good Industry Practice
Governing Law
Insolvency Event
Losses
Payment Terms
Quality Standards
Regulatory Requirements
Security Requirements
Service Credits
Termination Date
GST
Indian Rupee
Stamp Duty
Definitions
Term and Duration
Framework Principles
Transaction Process
Pricing and Payment
Service Delivery
Performance Standards
Quality Requirements
Compliance
Representations and Warranties
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Assignment and Novation
Force Majeure
Liability and Indemnification
Insurance
Dispute Resolution
Governing Law and Jurisdiction
Change Control
Audit Rights
Record Keeping
Business Continuity
Security
Anti-Corruption
Competition Law
Notices
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Relationship of Parties
Stamp Duty
Counterparts
Termination
Consequences of Termination
Survival
Time of Essence
Further Assurance
Information Technology
Manufacturing
Financial Services
Telecommunications
Professional Services
Healthcare
Retail
Logistics
Energy
Construction
Automotive
Pharmaceutical
Legal
Commercial
Procurement
Finance
Operations
Risk Management
Compliance
Business Development
Strategy
Senior Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Commercial Director
Chief Financial Officer
Procurement Manager
Contract Manager
Business Development Director
Operations Director
Risk Manager
Compliance Officer
Legal Counsel
Commercial Manager
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