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Master Vendor Agreement
"I need a Master Vendor Agreement for a Philippine technology company providing IT maintenance services to multiple clients, with specific focus on data protection compliance and service level commitments."
1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the vendor's appointment and defines the scope of products/services
5. Ordering Process: Details the procedure for placing and accepting orders
6. Delivery and Performance: Specifies delivery terms, timelines, and performance standards
7. Price and Payment: Sets out pricing structure, payment terms, and invoicing procedures
8. Quality and Compliance: Establishes quality standards and compliance requirements
9. Warranties and Representations: Details warranties for products/services and party representations
10. Intellectual Property Rights: Addresses ownership and usage of intellectual property
11. Confidentiality: Governs the handling and protection of confidential information
12. Data Protection: Specifies obligations regarding data handling and privacy
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Term and Termination: Specifies agreement duration and termination provisions
15. Force Majeure: Addresses circumstances beyond parties' reasonable control
16. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution process
17. General Provisions: Includes standard boilerplate clauses and miscellaneous terms
1. Insurance: Required when vendor needs specific insurance coverage for high-risk activities
2. Security Requirements: Needed when vendor requires access to client systems or facilities
3. Business Continuity: Important for critical vendors or those providing essential services
4. Environmental Compliance: Required for vendors whose activities have environmental impact
5. Audit Rights: Important for regulated industries or when compliance verification is crucial
6. Anti-Corruption Compliance: Required for international transactions or high-value contracts
7. Change Control: Needed when service scope or specifications may require frequent updates
8. Service Credits: Applicable when including service level agreements with penalties
9. Personnel Requirements: Important when vendor staff will work closely with client
10. Subcontracting: Required when vendor may need to subcontract certain services
1. Schedule 1 - Products/Services Description: Detailed description of products or services covered
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications
5. Schedule 5 - Key Personnel: List of key vendor personnel assigned to the agreement
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Security Requirements: Detailed security protocols and requirements
8. Schedule 8 - Data Processing Agreement: Specific terms for handling personal data
9. Appendix A - Order Form Template: Standard template for placing orders under the agreement
10. Appendix B - Acceptance Testing Procedures: Procedures for accepting deliverables
Authors
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Confidential Information
Contract Year
Customer
Customer Materials
Deliverables
Delivery Location
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Goods
Intellectual Property Rights
Key Personnel
Laws
Losses
Material Breach
Order
Party/Parties
Personal Data
Personnel
Price
Purchase Order
Quality Standards
Related Agreements
Representatives
Services
Service Levels
Specifications
Subcontractor
Term
Territory
Third Party
VAT
Vendor
Vendor Materials
Working Hours
Working Day
Data Protection Laws
Completion Date
Governmental Authority
Change Control Procedure
Service Credits
Acceptance Tests
Acceptance Criteria
Documentation
Interpretation
Appointment
Scope of Services
Ordering Process
Delivery
Acceptance
Quality Requirements
Service Levels
Price and Payment
Invoicing
Tax
Performance Obligations
Warranties
Representations
Intellectual Property
Confidentiality
Data Protection
Security
Insurance
Liability
Indemnification
Force Majeure
Term
Termination
Consequences of Termination
Change Control
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Relationship of Parties
Compliance with Laws
Anti-Corruption
Records and Audit
Business Continuity
Personnel
Environmental Compliance
Health and Safety
Competition Law
Manufacturing
Technology
Retail
Financial Services
Healthcare
Telecommunications
Construction
Energy
Transportation
Professional Services
Consumer Goods
Education
Agriculture
Mining
Real Estate
Hospitality
Procurement
Legal
Finance
Operations
Supply Chain
Risk Management
Compliance
Commercial
Vendor Management
Internal Audit
Strategic Sourcing
Chief Procurement Officer
Procurement Manager
Supply Chain Director
Vendor Management Specialist
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Risk Management Officer
Compliance Manager
Commercial Director
Category Manager
Finance Manager
Supply Chain Analyst
Business Unit Head
Chief Operating Officer
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