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1. Parties: Identification of the contracting parties with their full legal names, addresses, and registration details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Agreement: Overview of the vendor relationship and general nature of goods/services to be provided
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders
7. Pricing and Payment Terms: Price determination, invoicing procedures, payment terms, and currency
8. Delivery and Acceptance: Terms for delivery of goods/services and acceptance criteria
9. Quality Standards: Required quality levels and performance standards
10. Warranties and Representations: Warranties regarding goods/services and general business warranties
11. Compliance with Laws: Obligation to comply with applicable Philippine laws and regulations
12. Confidentiality: Protection of confidential information and trade secrets
13. Intellectual Property Rights: Ownership and usage rights of intellectual property
14. Indemnification: Mutual indemnification obligations and procedures
15. Liability and Limitations: Scope of liability and any limitations thereof
16. Insurance: Required insurance coverage and minimum limits
17. Termination: Grounds for termination and termination procedures
18. Post-Termination Obligations: Obligations surviving termination of the agreement
19. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue
20. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Data Privacy and Protection: Required when personal data processing is involved, ensuring compliance with the Data Privacy Act
2. Service Levels: Include when specific performance metrics and service levels need to be maintained
3. Business Continuity: Required for critical vendors or when service continuity is essential
4. Environmental Compliance: Include when dealing with environmentally sensitive goods or services
5. Anti-Corruption Compliance: Required for high-value contracts or government-related work
6. Import/Export Compliance: Include when international trade or cross-border services are involved
7. Subcontracting: Required when vendor may need to subcontract certain obligations
8. Change Control: Include when frequent changes to specifications or scope are anticipated
9. Training and Support: Required when vendor must provide training or ongoing support
10. Marketing and Publicity: Include when parties need to regulate use of names and logos
1. Schedule A - Goods and Services Description: Detailed description of goods/services to be provided
2. Schedule B - Pricing Schedule: Detailed pricing, including any volume discounts or special rates
3. Schedule C - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule D - Technical Specifications: Detailed technical requirements and standards
5. Schedule E - Authorized Representatives: List of key contacts and authorized personnel from each party
6. Schedule F - Operating Procedures: Detailed procedures for day-to-day operations
7. Schedule G - Form of Purchase Order: Standard template for purchase orders
8. Schedule H - Form of Statement of Work: Template for specific work orders under the master agreement
9. Schedule I - Security Requirements: Security protocols and requirements
10. Schedule J - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
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