Master Supplier Services Agreement Template for Netherlands

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Key Requirements PROMPT example:

Master Supplier Services Agreement

"I need a Master Supplier Services Agreement for an IT services provider based in Amsterdam, with strong data protection provisions and specific service level commitments, as we'll be handling sensitive customer data starting March 2025."

Document background
The Master Supplier Services Agreement serves as the primary contractual framework for businesses requiring a structured approach to managing ongoing supplier relationships under Dutch law. This document is particularly useful when a company anticipates multiple service engagements with the same supplier over time, as it eliminates the need to negotiate basic terms for each individual service. The agreement incorporates essential elements required by Dutch civil law and EU regulations, including GDPR compliance, while providing flexibility to accommodate various service types through purchase orders or statements of work. It is designed to protect both parties' interests while facilitating efficient business operations, making it suitable for both straightforward service arrangements and complex, multi-faceted supplier relationships. The document includes comprehensive provisions for service delivery, performance standards, risk allocation, and dispute resolution, all aligned with Dutch legal requirements and commercial practices.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives

2. Background: Context of the agreement, relationship between parties, and general purpose of the framework

3. Definitions: Defined terms used throughout the agreement, ensuring consistent interpretation

4. Scope of Agreement: Framework terms, relationship structure, and process for adding specific services

5. Ordering Process: Procedures for requesting services, issuing purchase orders, and acceptance process

6. Supplier Obligations: Core responsibilities, service standards, and compliance requirements

7. Customer Obligations: Customer's responsibilities, including cooperation and access requirements

8. Fees and Payment: Pricing structure, payment terms, invoicing requirements, and late payment consequences

9. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP

10. Confidentiality: Protection of confidential information, permitted uses, and disclosure obligations

11. Data Protection: GDPR compliance, data processing obligations, and security requirements

12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

13. Term and Termination: Duration, renewal provisions, termination rights, and consequences of termination

14. Force Majeure: Events excusing performance and related procedures

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

Optional Sections

1. Service Levels: Detailed service level requirements and remedies - include when specific performance metrics are crucial

2. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

3. Staff and Key Personnel: Requirements for supplier personnel - include when specific expertise or security clearance is needed

4. Audit Rights: Customer's audit and inspection rights - include for regulated industries or critical suppliers

5. Compliance with Laws: Specific regulatory compliance obligations - include when operating in regulated sectors

6. Security Requirements: Detailed security protocols - include when handling sensitive data or systems

7. Change Control: Process for managing changes to services - include for complex or long-term arrangements

8. Exit Management: Detailed transition provisions - include for complex services or critical suppliers

9. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for international arrangements or public sector contracts

10. Environmental Requirements: Environmental standards and compliance - include when environmental impact is relevant

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of available services and technical requirements

2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and specific payment arrangements

3. Schedule 3 - Service Levels: Detailed service level agreements, KPIs, and measurement methods

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and security requirements

5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors and their roles

6. Schedule 6 - Contact Details: Key contacts and escalation procedures

7. Schedule 7 - Form of Purchase Order: Template for individual service orders under the master agreement

8. Schedule 8 - Technical Requirements: Detailed technical specifications and standards

9. Schedule 9 - Business Continuity Plan: Disaster recovery and business continuity procedures

10. Schedule 10 - Exit Plan: Detailed transition and termination assistance procedures

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Professional Services

Manufacturing

Telecommunications

Financial Services

Healthcare

Energy and Utilities

Retail

Logistics and Supply Chain

Construction

Consulting Services

Facilities Management

Business Process Outsourcing

Research and Development

Relevant Teams

Legal

Procurement

Finance

Operations

Risk and Compliance

Supply Chain

Commercial

Vendor Management

Project Management

Business Development

Information Technology

Quality Assurance

Relevant Roles

Chief Procurement Officer

Procurement Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Vendor Relationship Manager

Commercial Director

Chief Financial Officer

Operations Director

Risk Manager

Compliance Officer

Project Manager

Category Manager

Sourcing Manager

Business Unit Director

General Counsel

Industries
Dutch Civil Code (Burgerlijk Wetboek): The primary source of contract law in the Netherlands, particularly Book 6 (General Part of the Law of Obligations) and Book 7 (Specific Contracts), which govern contract formation, validity, and enforcement
EU General Data Protection Regulation (GDPR): Crucial for provisions relating to data processing, storage, and transfer between parties, including requirements for data processing agreements
Dutch Implementation of EU Late Payment Directive: Regulates payment terms and consequences of late payment in commercial transactions
Dutch Public Procurement Act 2012 (Aanbestedingswet): May be relevant if one party is a public entity or if the agreement might be subject to public procurement rules
Competition Act (Mededingingswet): Ensures compliance with competition law, particularly regarding exclusivity provisions and market position
Dutch Money Laundering and Terrorist Financing Prevention Act (Wwft): May be relevant for Know Your Customer (KYC) requirements and financial compliance provisions
Dutch Telecommunications Act (Telecommunicatiewet): Relevant for electronic communications and digital service provisions, including rules about electronic contracts
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the services involve staff transfers or significant operational changes
EU Electronic Commerce Directive (as implemented in Dutch law): Governs aspects of electronic commerce and online service provision
Dutch International Private Law (Internationaal Privaatrecht): Relevant for determining applicable law and jurisdiction in case of international aspects of the agreement
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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