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Master Agreement And Sub Agreement
"I need a Master Agreement and Sub Agreement to establish a technology services framework between our Pakistani software development company and a UK-based client, starting January 2025, with specific provisions for data protection, intellectual property rights, and offshore development services."
1. Parties: Identification of all parties to the master agreement, including their legal status and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the master agreement structure
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the master agreement and sub-agreements, and rules of interpretation
4. Structure and Hierarchy: Explanation of the relationship between master agreement and sub-agreements, order of precedence, and mechanism for resolving conflicts
5. Term and Termination: Duration of the master agreement, renewal provisions, and circumstances for termination
6. Sub-Agreement Process: Procedures for creating, executing, and managing sub-agreements, including template requirements and approval processes
7. General Obligations: Core obligations applicable to all sub-agreements and parties' general responsibilities
8. Payment Terms: General payment principles, invoicing requirements, and financial terms applicable across all sub-agreements
9. Representations and Warranties: Standard representations and warranties applicable to all transactions under the framework
10. Confidentiality: Protection and handling of confidential information shared under the master and sub-agreements
11. Intellectual Property: General principles regarding IP ownership, licenses, and usage rights
12. Liability and Indemnification: General liability framework and indemnification obligations
13. Dispute Resolution: Process for resolving disputes, including jurisdiction, governing law, and arbitration provisions
14. Force Majeure: Circumstances constituting force majeure and their consequences
15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Compliance with Laws: Detailed compliance obligations when dealing with regulated industries or specific regulatory requirements
2. Data Protection: Specific provisions for handling personal data when the relationship involves data processing or transfer
3. Insurance: Detailed insurance requirements when specific coverage is necessary for the business relationship
4. Security: Security requirements and procedures when dealing with sensitive operations or information
5. Performance Metrics: KPIs and performance measurement framework when specific performance standards are crucial
6. Audit Rights: Detailed audit provisions when regular monitoring and verification is required
7. Business Continuity: Business continuity and disaster recovery requirements for critical business relationships
8. Environmental Compliance: Environmental obligations and standards when activities have environmental impact
9. Anti-Corruption: Specific anti-corruption provisions for international business or government-related contracts
10. Change Control: Formal change management procedures for complex operational relationships
1. Template Sub-Agreement: Standard form of sub-agreement to be used for specific transactions or services
2. Pricing Schedule: General pricing principles, rate cards, or pricing mechanisms applicable across sub-agreements
3. Service Levels: Standard service levels and performance metrics applicable across all sub-agreements
4. Governance Structure: Detailed governance framework including committees, escalation procedures, and decision-making processes
5. Approved Subcontractors: List of pre-approved subcontractors and related terms
6. Technical Requirements: Standard technical specifications or requirements applicable across all sub-agreements
7. Security Protocols: Detailed security procedures and requirements
8. Contact Details: List of key contacts and authorized representatives for both parties
9. Compliance Requirements: Detailed compliance obligations and procedures
10. Change Request Template: Standard form for requesting and documenting changes to the agreement or sub-agreements
Authors
Agreement
Applicable Law
Authorized Representative
Business Day
Change Request
Commencement Date
Confidential Information
Control
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governing Law
Intellectual Property Rights
Liability
Master Agreement
Material Breach
Notice
Parent Company
Parties
Personal Data
Related Party
Representatives
Services
Sub-Agreement
Term
Territory
Third Party
Working Hours
Subsidiary
Service Levels
Specifications
Statement of Work
Deliverables
Documentation
Emergency
Expiry Date
Fees
Financial Year
Force Majeure Notice
Governance Body
Implementation Plan
Indemnified Party
Indemnifying Party
Initial Term
Interest Rate
Key Personnel
Losses
Master Services
Material Change
Milestone
Operating Committee
Payment Terms
Performance Standards
Project
Quality Standards
Renewal Period
Security Requirements
Service Credits
Service Provider
Steering Committee
Subcontractor
Termination Date
Termination Notice
Transaction
Transition Period
Variation
Warranty Period
Interpretation
Structure and Hierarchy
Duration and Term
Sub-Agreement Formation
Services
Payment
Invoicing
Performance Standards
Service Levels
Governance
Change Control
Representations and Warranties
Obligations
Compliance
Records and Audit
Confidentiality
Data Protection
Intellectual Property
Personnel
Subcontracting
Insurance
Liability
Indemnification
Force Majeure
Suspension
Termination
Exit Management
Assignment and Novation
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severability
Relationship of Parties
Third Party Rights
Costs
Counterparts
Governing Law
Jurisdiction
Anti-Corruption
Competition Law
Environmental Compliance
Health and Safety
Security
Business Continuity
Quality Management
Risk Management
Reporting Requirements
Documentation
Training
Technology Requirements
Maintenance
Support Services
Information Technology
Manufacturing
Telecommunications
Financial Services
Healthcare
Energy and Utilities
Construction
Professional Services
Logistics and Supply Chain
Retail and Distribution
Education
Real Estate
Mining and Resources
Agricultural Business
Defense and Security
Legal
Procurement
Finance
Commercial
Operations
Risk and Compliance
Business Development
Strategy
Project Management
Account Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Head of Procurement
Chief Financial Officer
Contract Manager
Legal Counsel
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Project Manager
Account Director
Strategic Sourcing Manager
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