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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."
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
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
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
Acceptance
Applicable Law
Business Day
Charges
Confidential Information
Customer
Customer Data
Customer Materials
Deliverables
Delivery Location
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Personal Data
Purchase Order
Services
Service Levels
Service Credits
Specification
Statement of Work
Supplier
Supplier Personnel
Term
Working Hours
Affiliate
Change Control Procedure
Commencement Date
Commercially Reasonable Efforts
Control
Data Protection Laws
Dispute
Documentation
Emergency
Exit Plan
Initial Term
Insolvency Event
Laws
Losses
Material Breach
Notice
Performance Standards
Processing
Records
Renewal Period
Representatives
Security Requirements
Service Location
Software
Subcontractor
Supplier Systems
Third Party
Transition Period
VAT
Working Day
Service Provision
Ordering Process
Performance Standards
Quality Assurance
Acceptance Testing
Payment Terms
Invoicing
Price Adjustment
Service Levels
Reporting
Audit Rights
Compliance
Confidentiality
Data Protection
Intellectual Property
Warranties
Indemnification
Liability
Insurance
Force Majeure
Term
Termination
Exit Management
Personnel
Subcontracting
Change Control
Dispute Resolution
Assignment
Non-Solicitation
Business Continuity
Security
Records Management
Notice
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Governing Law
Jurisdiction
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
Legal
Procurement
Finance
Operations
Risk and Compliance
Supply Chain
Commercial
Vendor Management
Project Management
Business Development
Information Technology
Quality Assurance
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
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