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Master Contract
"I need a Master Contract governed by Philippine law for a software development and maintenance relationship with multiple overseas contractors, including provisions for data protection and intellectual property rights, to be effective from March 2025."
1. Parties: Identification and details of the contracting parties, including their legal status and registered addresses
2. Background: Context of the agreement, relationship between the parties, and purpose of the master contract
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overall framework of the relationship and general nature of transactions to be covered
5. Term and Renewal: Duration of the agreement, including commencement date, initial term, and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders under the master contract
7. Pricing and Payment Terms: General pricing principles, payment terms, invoicing requirements, and payment dispute procedures
8. Performance Standards: Quality standards, service levels, and performance metrics applicable to all transactions
9. Representations and Warranties: Standard representations and warranties from both parties
10. Compliance with Laws: Obligations to comply with applicable laws, regulations, and standards
11. Confidentiality: Protection and handling of confidential information exchanged between parties
12. Intellectual Property Rights: Ownership and usage rights of intellectual property
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Force Majeure: Events excusing performance and procedures for handling force majeure situations
15. Termination: Grounds for termination, termination procedures, and consequences of termination
16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Insurance Requirements: Specific insurance coverage requirements - include when significant operational risks exist
2. Data Protection and Privacy: Detailed data handling requirements - include when personal or sensitive data is involved
3. Security Requirements: Security protocols and standards - include for technology or sensitive operations
4. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
5. Environmental Compliance: Environmental standards and requirements - include for operations with environmental impact
6. Anti-Corruption Compliance: Anti-corruption and ethics requirements - include for international transactions or government contracts
7. Change Control: Procedures for managing changes to services or deliverables - include for complex operational relationships
8. Personnel Requirements: Specific requirements for personnel - include when service delivery depends on key personnel
9. Audit Rights: Rights to audit performance and compliance - include for regulated industries or critical suppliers
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts
2. Schedule 2 - Service Specifications: Detailed specifications of services or products covered under the agreement
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement metrics
4. Schedule 4 - Key Personnel: List of key personnel and their roles (if applicable)
5. Schedule 5 - Approved Subcontractors: List of approved subcontractors and their scope of work
6. Schedule 6 - Form of Order: Template for individual orders under the master contract
7. Schedule 7 - Governance Procedures: Detailed procedures for contract governance and management
8. Schedule 8 - Technical Requirements: Detailed technical specifications and requirements
9. Appendix A - Contact Details: Contact information for key representatives and escalation procedures
10. Appendix B - Required Reports: Templates and specifications for required reporting
Authors
Affiliate
Agreement
Applicable Law
Business Day
Confidential Information
Commencement Date
Competent Authority
Contract Year
Customer
Deliverables
Delivery Location
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Governmental Authority
Initial Term
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Adverse Effect
Notice
Order
Order Form
Party/Parties
Performance Standards
Personnel
Price
Purchase Order
Quality Standards
Related Parties
Renewal Term
Representatives
Schedule
Services
Service Levels
Service Level Agreement
Specifications
Statement of Work
Subcontractor
Supplier
Term
Territory
Third Party
Working Hours
Work Product
Definitions
Term and Duration
Scope of Agreement
Ordering Process
Pricing
Payment Terms
Performance Standards
Service Levels
Delivery
Acceptance
Quality Requirements
Warranties
Representations
Compliance with Laws
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Insurance
Liability
Indemnification
Force Majeure
Change Control
Dispute Resolution
Governing Law
Termination
Assignment
Notices
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Relationship of Parties
Anti-Corruption
Audit Rights
Business Continuity
Records and Reports
Security Requirements
Technology
Manufacturing
Retail
Financial Services
Healthcare
Telecommunications
Professional Services
Construction
Energy
Transportation
Education
Government Services
Consumer Goods
Agriculture
Mining
Legal
Procurement
Commercial
Finance
Operations
Risk Management
Compliance
Business Development
Supply Chain
Contract Administration
Legal Counsel
Commercial Director
Procurement Manager
Contract Manager
Business Development Manager
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Chief Executive Officer
Supply Chain Manager
Project Manager
Account Manager
Vendor Manager
General Counsel
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