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1. Parties: Identifies the contracting parties with their complete legal names, addresses, and registration details as required under Philippine law
2. Background: Sets out the context of the agreement and the parties' intentions for entering into this master agreement framework
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Structure and Scope of Agreement: Explains the master agreement framework and its relationship with subsequent specific agreements
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Ordering Process: Details the process for entering into specific agreements or work orders under the master agreement
7. Pricing and Payment Terms: Establishes general pricing principles and payment terms applicable to all specific agreements
8. Confidentiality: Sets out obligations regarding confidential information exchange
9. Intellectual Property Rights: Addresses ownership and usage rights of IP in the relationship
10. Representations and Warranties: Contains basic warranties and representations of the parties
11. Liability and Indemnification: Establishes liability limits and indemnification obligations
12. Force Majeure: Addresses circumstances beyond parties' control affecting performance
13. Dispute Resolution: Specifies dispute resolution mechanisms in compliance with Philippine ADR Act
14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Data Protection: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act of 2012
2. Insurance: Needed when specific insurance requirements are essential for the business relationship
3. Service Levels: Include when establishing general service level principles applicable to all specific agreements
4. Compliance with Laws: Detailed section needed when specific regulatory compliance is crucial (e.g., banking, healthcare)
5. Security Requirements: Required when dealing with sensitive information or systems access
6. Business Continuity: Important for critical business relationships requiring disaster recovery plans
7. Personnel and Subcontractors: Needed when services involve key personnel or subcontractor usage
8. Change Control: Include when flexibility to change terms or processes is important
9. Anti-Corruption and Ethics: Required for international business or government-related contracts
1. Schedule 1 - Pricing Schedule: Details of rate cards, pricing mechanisms, and cost calculations
2. Schedule 2 - Service Specifications: Template for detailed service descriptions in specific agreements
3. Schedule 3 - Form of Specific Agreement: Template for specific agreements to be executed under the master agreement
4. Schedule 4 - Technical Requirements: Standard technical specifications applicable across specific agreements
5. Schedule 5 - Governance and Escalation Procedures: Details of relationship management and issue escalation processes
6. Schedule 6 - Security and Compliance Requirements: Detailed security protocols and compliance requirements
7. Schedule 7 - Key Personnel: Lists key personnel and their roles if applicable
8. Appendix A - Contact Details: Contact information for key personnel and authorized representatives
9. Appendix B - Required Reports: Templates and specifications for required reporting
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Control
Defaulting Party
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Non-Defaulting Party
Order
Parent Company
Parties
Personnel
Price
Representatives
Services
Specific Agreement
Specifications
Statement of Work
Subsidiary
Term
Territory
Third Party
Working Hours
Work Product
Change Control
Completion Date
Compliance Requirements
Dispute
Documentation
Fees
Governing Law
Implementation Schedule
Indemnified Parties
Notice
Payment Terms
Quality Standards
Related Entities
Security Requirements
Service Levels
Subcontractor
Termination Date
VAT
Definitions
Term and Duration
Scope of Agreement
Ordering Process
Pricing
Payment Terms
Performance Obligations
Service Levels
Quality Standards
Delivery
Acceptance
Warranties
Representations
Intellectual Property Rights
Confidentiality
Data Protection
Security
Personnel
Subcontracting
Insurance
Liability
Indemnification
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Waiver
Compliance with Laws
Anti-Corruption
Competition Law
Record Keeping
Audit Rights
Business Continuity
Relationship of Parties
Third Party Rights
Amendments
Counterparts
Language
Survival
Information Technology
Manufacturing
Healthcare
Financial Services
Telecommunications
Professional Services
Retail
Energy
Construction
Logistics and Supply Chain
Education
Real Estate
Pharmaceutical
Agriculture
Mining
Legal
Procurement
Commercial
Finance
Operations
Risk and Compliance
Business Development
Strategy
Supply Chain
Corporate Affairs
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Project Manager
Account Manager
Supply Chain Manager
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