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Master Agreement
I need a master agreement for a business partnership between two companies, outlining terms for collaboration on joint projects, including intellectual property rights, confidentiality obligations, and a dispute resolution mechanism. The agreement should also specify the duration of the partnership and conditions for termination.
What is a Master Agreement?
A Master Agreement sets the core rules for all future contracts between two parties who plan to work together long-term. It's like creating a solid foundation that all other deals can build upon, saving time and reducing legal risks in Dutch business relationships.
These agreements are especially common in Dutch financial services, manufacturing, and technology sectors, where companies need to handle multiple transactions smoothly. The Dutch Civil Code recognizes their binding power, and they typically cover key issues like liability limits, dispute resolution, and payment terms - while letting parties add specific details through shorter supplemental contracts later on.
When should you use a Master Agreement?
Master Agreements become essential when your company plans regular transactions with the same business partner over time. They're particularly valuable for Dutch companies in sectors like IT services, where you might need multiple service orders, or in manufacturing, when you'll place recurring purchase orders throughout the year.
Consider using one when negotiating complex business relationships that will involve multiple contracts or when dealing with sensitive intellectual property rights under Dutch law. The agreement becomes your time-saving tool - instead of negotiating terms from scratch each time, you can focus on specific delivery dates, prices, and quantities while the fundamental legal framework stays firmly in place.
What are the different types of Master Agreement?
- MSA Contract: Core framework for ongoing service relationships, commonly used in Dutch IT and consulting sectors
- Master Franchise Agreement: Governs franchise relationships, detailing brand standards and operational requirements under Dutch franchise law
- Master Partner Agreement: Structures distributor and reseller relationships, outlining sales territories and performance targets
- Master Sub Agreement: Manages subcontractor relationships, particularly in construction and project-based industries
- Master Transfer Agreement: Handles asset or business unit transfers, often used in corporate restructuring
Who should typically use a Master Agreement?
- Corporate Legal Teams: Draft and customize Master Agreements to protect their company's interests, often working with Dutch law firms for complex deals
- Business Development Managers: Initiate and negotiate the commercial terms, ensuring alignment with company strategy
- Procurement Officers: Review and manage agreements with suppliers, particularly in manufacturing and technology sectors
- Compliance Officers: Ensure agreements meet Dutch regulatory requirements and internal governance standards
- C-Level Executives: Review and sign agreements, making strategic decisions about long-term business relationships
- External Legal Counsel: Provide specialized advice on Dutch law compliance and risk management
How do you write a Master Agreement?
- Business Details: Gather complete legal names, registration numbers, and addresses of all parties involved under Dutch law
- Scope Definition: Outline specific services, products, or transactions the agreement will cover
- Term Length: Determine initial duration and renewal conditions that align with your business timeline
- Payment Terms: Define pricing structures, payment schedules, and currency specifications
- Key Contacts: List authorized representatives who will manage the relationship day-to-day
- Compliance Check: Review Dutch regulatory requirements for your industry sector
- Document Generation: Use our platform to create a legally-sound Master Agreement that includes all mandatory elements
What should be included in a Master Agreement?
- Party Details: Full legal names, registration numbers, and authorized representatives under Dutch law
- Agreement Scope: Clear definition of services, products, or transactions covered
- Term and Termination: Duration, renewal options, and conditions for early termination
- Payment Provisions: Pricing, payment schedules, invoicing requirements, and VAT considerations
- Liability Clauses: Limitations and exclusions aligned with Dutch Civil Code requirements
- Dispute Resolution: Choice of Dutch court jurisdiction and applicable law
- Data Protection: GDPR compliance measures and data handling procedures
- Force Majeure: Circumstances excusing performance under Dutch contract principles
What's the difference between a Master Agreement and a Master Service Agreement?
A Master Agreement and a Master Service Agreement are often confused in Dutch business practice, but they serve distinct purposes. While both create frameworks for ongoing relationships, their scope and application differ significantly.
- Scope and Coverage: Master Agreements provide a broader framework for any type of business relationship, while Master Service Agreements specifically focus on service delivery arrangements
- Transaction Types: Master Agreements can cover product sales, licenses, and various commercial dealings, while MSAs strictly govern service-based relationships
- Performance Metrics: MSAs typically include detailed service levels and performance standards, while Master Agreements often leave these specifics to subsequent agreements
- Industry Application: MSAs are common in IT and professional services, while Master Agreements are used across all sectors in Dutch commerce
- Regulatory Context: MSAs must comply with specific Dutch service industry regulations, while Master Agreements follow general contract law principles
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