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1. Parties: Identification of the contracting parties, including full legal names, addresses, company registration numbers, and authorized representatives
2. Background: Context of the agreement, including the purpose and any relevant history leading to the contract
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Subject Matter: Clear description of the main subject matter and scope of the agreement
5. Duration and Termination: Term of the agreement, renewal provisions, and termination circumstances
6. Rights and Obligations: Detailed description of each party's rights and obligations under the agreement
7. Financial Provisions: Payment terms, pricing, invoicing, and payment conditions
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification provisions
10. Force Majeure: Circumstances excusing performance and consequences of force majeure events
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when the agreement involves IP rights, patents, trademarks, or copyrights
2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
3. Non-Competition: Optional restraint of trade provisions, subject to Dutch law restrictions on such clauses
4. Insurance: Required when specific insurance coverage needs to be maintained by either party
5. Personnel: Required when the agreement involves staffing or secondment arrangements
6. Quality Requirements: Required for agreements involving delivery of goods or services with specific quality standards
7. Audit Rights: Optional provisions allowing parties to audit compliance with agreement terms
8. Step-in Rights: Optional provisions for complex service agreements allowing one party to take over operations
1. Schedule 1 - Service Levels: Detailed description of service levels and performance metrics
2. Schedule 2 - Pricing and Payment: Detailed breakdown of pricing, payment terms, and calculation methods
3. Schedule 3 - Technical Specifications: Technical requirements and specifications for goods or services
4. Schedule 4 - Data Processing Agreement: Required GDPR-compliant data processing terms if personal data is processed
5. Schedule 5 - Contact Details: List of key contacts and authorized representatives for both parties
6. Appendix A - Definitions: Extended definitions if too lengthy for main agreement
7. Appendix B - Form Documents: Standard forms used under the agreement (e.g., order forms, acceptance certificates)
Effective Date
Party/Parties
Affiliate
Applicable Law
Business Day
Confidential Information
Force Majeure
Intellectual Property Rights
Term
Territory
Working Day
Material Breach
Notice
Services
Deliverables
Representatives
Reasonable Endeavors
Best Efforts
Binding Effect
Completion Date
Contract Year
Control
Damages
Default Interest
Dispute
Good Industry Practice
Governing Law
Liability
Loss
Personal Data
Processing
Related Persons
Termination Date
Third Party
Warranties
Writing/Written
AVG (GDPR)
Burgerlijk Wetboek
Rechtbank
Redelijkheid en Billijkheid
Nederlandse Rechtspersoon
Wederpartij
Overeenkomst
Aansprakelijkheid
Overmacht
Definitions and Interpretation
Subject Matter
Duration and Term
Rights and Obligations
Payment Terms
Confidentiality
Data Protection
Intellectual Property
Warranties and Representations
Liability and Indemnification
Force Majeure
Assignment and Transfer
Termination
Consequences of Termination
Change Control
Dispute Resolution
Notices
Governing Law and Jurisdiction
Entire Agreement
Severability
Amendment and Waiver
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Non-Competition
Non-Solicitation
Insurance
Compliance with Laws
Audit Rights
Record Keeping
Service Levels
Performance Standards
Quality Requirements
Personnel and Key Staff
Subcontracting
Anti-Corruption
Export Control
Business Continuity
Step-in Rights
Legal Services
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Professional Services
Retail
Construction
Energy
Telecommunications
Transportation and Logistics
Education
Agriculture
Legal
Compliance
Risk Management
Commercial
Operations
Procurement
Business Development
Executive Leadership
Contract Administration
Corporate Governance
Legal Counsel
Contract Manager
Business Development Manager
Chief Legal Officer
Compliance Officer
Risk Manager
Corporate Secretary
Commercial Director
Operations Manager
Project Manager
Procurement Manager
General Counsel
CEO
CFO
Managing Director
Head of Legal
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