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Overagreement
"I need an Overagreement for a technology services relationship between my IT consulting firm and a major retail chain in the Philippines, with specific focus on data protection and scalability for multiple future project agreements to be signed throughout 2025."
1. Parties: Identifies and provides full legal details of all parties entering into the agreement
2. Background: Sets out the context and purpose of the master agreement, including the parties' intention to enter into future specific agreements
3. Definitions: Comprehensive definitions of terms used throughout the agreement and any future subsidiary agreements
4. Scope and Structure: Defines the overall scope of the master agreement and its relationship with future subsidiary agreements
5. Term and Termination: Duration of the master agreement and circumstances under which it can be terminated
6. Subsidiary Agreements: Process for entering into subsidiary agreements and their relationship with the master agreement
7. General Terms and Conditions: Standard terms that will apply to all subsidiary agreements
8. Payment Terms: General framework for pricing, invoicing, and payment applicable across all subsidiary agreements
9. Confidentiality: Obligations regarding confidential information shared under the master agreement and any subsidiary agreements
10. Intellectual Property: General provisions regarding IP ownership, licenses, and usage rights
11. Liability and Indemnification: Framework for liability allocation and indemnification obligations
12. Dispute Resolution: Procedures for resolving disputes under the master agreement or subsidiary agreements
13. Governing Law: Specification of Philippine law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, assignment, severability, etc.
1. Data Protection: Required if the relationship involves processing of personal data or if either party is subject to data protection regulations
2. Compliance with Laws: Detailed section needed if operating in heavily regulated industries or involving cross-border activities
3. Insurance: Required if specific insurance coverage needs to be maintained by either party
4. Service Levels: Include if the relationship involves ongoing service provision with specific performance standards
5. Change Control: Needed if the relationship requires formal processes for managing changes to services or deliverables
6. Business Continuity: Required for critical business relationships or regulated industries
7. Anti-Corruption: Important if dealing with government entities or in industries with high corruption risk
8. Environmental and Social Responsibility: Include if relevant to the industry or if either party has specific ESG requirements
1. Schedule 1 - Form of Subsidiary Agreement: Template or key terms for future subsidiary agreements
2. Schedule 2 - Pricing Framework: General pricing principles and mechanisms for determining prices in subsidiary agreements
3. Schedule 3 - Service/Product Categories: List and description of types of services or products covered by the agreement
4. Schedule 4 - Technical Requirements: Any overarching technical specifications or standards that apply
5. Schedule 5 - Key Personnel: Details of key contacts and responsible personnel from each party
6. Schedule 6 - Governance Structure: Framework for relationship management and decision-making processes
7. Schedule 7 - Compliance Requirements: Specific regulatory or compliance requirements applicable to the relationship
8. Appendix A - Authorized Signatories: List of personnel authorized to sign subsidiary agreements
Authors
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Control
Deliverables
Dispute
Effective Date
Force Majeure Event
Governing Law
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Parent Company
Parties
Personnel
Philippine Peso
Related Entity
Representatives
Services
Specified Currency
Subsidiary Agreement
Subsidiary Documents
Term
Territory
Third Party
Working Hours
Change Request
Completion Date
Contract Year
Customer
Damages
Default Interest Rate
Dispute Notice
Good Industry Practice
Group
Indemnified Party
Insolvency Event
Liability
Loss
Material Adverse Effect
Permitted Purpose
Project
Quality Standards
Related Agreement
Service Levels
Signing Date
Specifications
Subcontractor
Supplier
Tax
Technical Requirements
Termination Date
Working Day
Definitions
Term and Duration
Scope of Agreement
Subsidiary Agreements
Order of Precedence
Representations and Warranties
Payment Terms
Invoicing
Confidentiality
Data Protection
Intellectual Property
Performance Obligations
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Insurance
Liability
Indemnification
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Change Control
Dispute Resolution
Governing Law
Notices
Relationship of Parties
Entire Agreement
Severability
Amendments
Waiver
Counterparts
Third Party Rights
Business Continuity
Service Levels
Reporting Requirements
Personnel and Key Personnel
Governance
Step-In Rights
Information Technology
Manufacturing
Professional Services
Financial Services
Telecommunications
Healthcare
Retail and Distribution
Construction
Energy and Utilities
Business Process Outsourcing
Legal
Procurement
Commercial
Finance
Compliance
Risk Management
Operations
Business Development
Corporate Affairs
Contract Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Commercial Director
Head of Procurement
Contract Manager
Legal Counsel
Business Development Director
Chief Financial Officer
Risk Manager
Compliance Officer
Operations Director
Project Manager
Procurement Officer
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