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Commercial Framework Agreement
"I need a Commercial Framework Agreement for a tech company providing software development services to multiple clients in the Philippines, with specific focus on data protection and intellectual property rights, to be effective from March 1, 2025."
1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, business relationship overview, and commercial objectives
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Framework Structure: Mechanism for creating specific contracts under the framework, including order processes and contract formation
5. Duration and Term: Initial term, renewal provisions, and termination dates of the framework agreement
6. Obligations of the Parties: General obligations, service standards, and compliance requirements
7. Ordering Process: Procedures for placing and accepting orders under the framework
8. Prices and Payment: Pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms
9. Performance Standards: Quality standards, KPIs, and service levels applicable to all transactions
10. Intellectual Property Rights: Ownership and usage rights of IP in the framework relationship
11. Confidentiality: Protection and handling of confidential information
12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Events excusing performance and related procedures
14. Termination: Termination rights, grounds, and consequences
15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Data Protection: Required if personal data processing is involved in the commercial relationship
2. Anti-Corruption: Recommended for international business relationships or high-value contracts
3. Insurance: Required if specific insurance coverage is necessary for the commercial activities
4. Environmental Compliance: Needed for industries with environmental impact or regulatory requirements
5. Import/Export Controls: Required for international trade or regulated goods
6. Business Continuity: Important for critical supply relationships or essential services
7. Change Control: Useful for long-term relationships where service or product specifications may evolve
8. Audit Rights: Important for quality control or compliance verification requirements
9. Local Content Requirements: Necessary if subject to Philippine local content regulations
10. Security Requirements: Required for agreements involving sensitive information or facilities access
1. Schedule 1 - Products/Services Description: Detailed description of products or services covered by the framework
2. Schedule 2 - Pricing Structure: Detailed pricing mechanisms, rates, and calculation methods
3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and remedies
4. Schedule 4 - Order Form Template: Standard form for placing orders under the framework
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards
6. Schedule 6 - Key Personnel: List of key contacts and responsible personnel from each party
7. Schedule 7 - Compliance Requirements: Detailed regulatory and compliance obligations
8. Schedule 8 - Change Control Procedure: Detailed process for implementing changes to services or terms
9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements and minimum limits
10. Appendix B - Security Protocols: Detailed security procedures and requirements
Authors
Definitions
Framework Structure
Term and Duration
Ordering Process
Pricing and Payment
Delivery
Performance Standards
Quality Assurance
Service Levels
Warranties
Compliance
Confidentiality
Data Protection
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Anti-Corruption
Competition Law
Assignment and Subcontracting
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Relationship of Parties
Records and Audit
Business Continuity
Health and Safety
Environmental Compliance
Manufacturing
Retail
Technology
Telecommunications
Financial Services
Healthcare
Construction
Energy
Logistics
Fast-Moving Consumer Goods
Agriculture
Professional Services
Automotive
Electronics
Pharmaceuticals
Legal
Commercial
Procurement
Sales
Operations
Finance
Compliance
Risk Management
Supply Chain
Business Development
Chief Executive Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Supply Chain Manager
Risk Manager
Compliance Officer
Finance Director
General Manager
Commercial Operations Manager
Category Manager
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