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1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of establishing the umbrella arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Scope of Agreement: Overview of the framework relationship and types of specific agreements that may be entered into
5. Structure and Hierarchy: Relationship between this umbrella agreement and subsequent specific agreements, including which terms prevail
6. Term and Termination: Duration of the umbrella agreement, renewal provisions, and circumstances for termination
7. General Obligations: Core obligations and responsibilities of each party under the framework
8. Specific Agreements: Process for entering into specific agreements, including form, approval process, and implementation
9. Financial Terms: General financial principles, payment terms, and pricing mechanisms that apply across all specific agreements
10. Confidentiality: Protection and handling of confidential information exchanged under the agreement
11. Intellectual Property: Ownership and usage rights of IP under the framework and specific agreements
12. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations
13. Dispute Resolution: Process for resolving disputes, including jurisdiction, governing law, and arbitration provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Compliance with Laws: Specific obligations regarding regulatory compliance, used when operating in heavily regulated industries
2. Data Protection: Provisions for handling personal data, required when personal data processing is involved
3. Insurance: Insurance requirements and obligations, included when specific risk allocation is needed
4. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in long-term or high-value relationships
5. Anti-Corruption: Specific anti-corruption provisions, important when dealing with government entities or in high-risk sectors
6. Environmental Compliance: Environmental obligations and standards, needed for agreements involving environmental impacts
7. Security Requirements: IT or physical security requirements, included when sensitive operations or systems are involved
8. Parent Company Guarantee: Guarantee provisions from parent companies, used when additional financial security is required
1. Schedule 1 - Template Specific Agreement: Standard form for specific agreements to be entered into under the umbrella agreement
2. Schedule 2 - Pricing Principles: Detailed pricing mechanisms, rate cards, and financial terms applicable across specific agreements
3. Schedule 3 - Technical Standards: Technical requirements and standards that apply to all specific agreements
4. Schedule 4 - Service Levels: Standard service levels and performance metrics applicable across specific agreements
5. Schedule 5 - Key Contacts: List of key personnel and contact details for both parties
6. Schedule 6 - Governance Procedures: Detailed procedures for contract management, reporting, and escalation
7. Schedule 7 - Compliance Requirements: Detailed regulatory and compliance requirements applicable to all specific agreements
8. Appendix A - Required Forms: Standard forms and templates to be used under the agreement
Agreement
Applicable Law
Business Day
Commencement Date
Confidential Information
Control
Dispute
Effective Date
Force Majeure Event
Good Industry Practice
Governing Law
Group
Initial Term
Intellectual Property Rights
Key Personnel
Liability
Material Breach
Notice
Parent Company
Party/Parties
Personal Data
Pricing Schedule
Representatives
Specific Agreement
Service Levels
Subsidiary
Term
Territory
Third Party
Working Hours
Change Control Process
Compliance Requirements
Dispute Resolution Procedure
Documentation
Emergency
Fees
Framework Services
Governmental Authority
Implementation Plan
Indemnified Party
Losses
Project
Quality Standards
Regulatory Requirements
Related Agreement
Security Requirements
Service Credits
Termination Date
Working Day
Definitions
Term and Duration
Framework Obligations
Relationship Structure
Specific Agreements Process
Pricing and Payment
Invoicing
Performance Standards
Quality Assurance
Intellectual Property Rights
Confidentiality
Data Protection
Force Majeure
Change Control
Governance
Compliance with Laws
Anti-Corruption
Record Keeping
Audit Rights
Insurance
Liability
Indemnification
Termination
Exit Management
Assignment and Subcontracting
Personnel
Representations and Warranties
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Authority
Parent Company Guarantee
Exclusivity
Non-Solicitation
Business Continuity
Environmental Compliance
Health and Safety
Security Requirements
Information Technology
Manufacturing
Telecommunications
Professional Services
Construction
Healthcare
Energy
Financial Services
Retail
Logistics
Agriculture
Education
Legal
Commercial
Procurement
Finance
Compliance
Risk Management
Business Development
Operations
Corporate Secretarial
Senior Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Operations Director
Project Manager
Company Secretary
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