Frame Contract for Malaysia

Frame Contract Template for Malaysia

A comprehensive framework agreement governed by Malaysian law that establishes the general terms and conditions for future transactions between parties. This document serves as a master agreement under which subsequent purchase orders or service orders can be placed without renegotiating basic terms. It incorporates Malaysian legal requirements, including provisions from the Contracts Act 1950 and relevant commercial regulations, while providing flexibility for long-term business relationships. The agreement typically includes detailed mechanisms for ordering, pricing, delivery, and quality standards, along with robust provisions for dispute resolution under Malaysian jurisdiction.

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What is a Frame Contract?

The Frame Contract is designed for business relationships requiring a structured yet flexible approach to recurring transactions under Malaysian law. It is particularly suitable for situations where parties anticipate multiple transactions over time but want to avoid negotiating terms for each individual order. This type of agreement establishes the fundamental commercial and legal framework while allowing specific details (such as quantity, delivery dates, and precise specifications) to be determined through subsequent purchase orders. The document incorporates key Malaysian legal requirements and commercial practices, making it suitable for both domestic and international business relationships. It provides comprehensive coverage of essential terms while maintaining adaptability for various business scenarios, typically including detailed schedules for pricing, specifications, and service levels that can be updated without amending the main agreement.

What sections should be included in a Frame Contract?

1. Parties: Identification of the contracting parties, including registration numbers and registered addresses

2. Background: Context of the agreement and general business relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Framework Mechanism: Process for placing and accepting individual orders under the framework

5. Duration and Termination: Term of the framework agreement and termination provisions

6. Pricing and Payment Terms: General pricing principles, payment terms, and price adjustment mechanisms

7. Ordering Process: Detailed procedure for placing and accepting individual orders

8. Delivery and Performance: General terms for delivery of goods or performance of services

9. Quality and Standards: Minimum quality requirements and applicable standards

10. Warranties and Representations: Standard warranties and representations from both parties

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Confidentiality: Protection of confidential information exchanged under the agreement

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Governing Law and Jurisdiction: Malaysian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

What sections are optional to include in a Frame Contract?

1. Intellectual Property Rights: Include when framework involves licensing, technology transfer, or creation of new IP

2. Exclusivity: Include when parties agree to exclusive arrangements for specific products/services

3. Minimum Purchase Commitments: Include when buyer commits to minimum purchase volumes

4. Performance Metrics: Include when specific KPIs or service levels need to be maintained

5. Insurance Requirements: Include when specific insurance coverage is required from either party

6. Compliance with Laws: Include when specific regulatory compliance requirements apply

7. Data Protection: Include when personal data processing is involved

8. Anti-Corruption: Include when dealing with government entities or high-risk jurisdictions

9. Change Control: Include when framework requires formal process for changes to specifications

10. Environmental Compliance: Include when environmental standards or certifications are required

What schedules should be included in a Frame Contract?

1. Schedule 1 - Products/Services Description: Detailed description of products or services covered under the framework

2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms

3. Schedule 3 - Service Levels: Detailed service level requirements and measurement metrics

4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications

5. Schedule 5 - Order Form Template: Standard template for placing individual orders under the framework

6. Schedule 6 - Key Personnel: List of key personnel from both parties responsible for managing the framework

7. Schedule 7 - Locations: Approved delivery or service locations

8. Appendix A - Contact Details: Contact information for key personnel and authorized representatives

9. Appendix B - Compliance Requirements: Detailed compliance requirements and certifications

10. Appendix C - Change Request Form: Standard template for requesting changes to specifications or terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Relevant Industries

Manufacturing

Technology

Telecommunications

Professional Services

Construction

Energy

Healthcare

Automotive

Retail

Logistics

Financial Services

Industrial Supply

Agriculture

Electronics

Food and Beverage

Relevant Teams

Legal

Procurement

Commercial

Supply Chain

Finance

Operations

Risk and Compliance

Business Development

Vendor Management

Contract Administration

Relevant Roles

Procurement Manager

Commercial Director

Legal Counsel

Contract Manager

Supply Chain Manager

Business Development Manager

Operations Director

Chief Financial Officer

Vendor Manager

Category Manager

Sourcing Specialist

Commercial Operations Manager

General Counsel

Risk Manager

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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