The Master Agreement is designed for businesses seeking to establish a long-term contractual framework under Singapore law. It provides the foundational terms for ongoing commercial relationships while allowing flexibility for specific services or deliverables to be agreed upon through supplementary documents. This document is particularly suited for complex business relationships requiring multiple transactions over time, incorporating Singapore's sophisticated commercial law regime and international business practices. The Master Agreement typically includes provisions for service delivery, payment terms, intellectual property rights, liability allocation, and dispute resolution, while ensuring compliance with Singapore's regulatory requirements.
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1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services/Scope: Core obligations and services covered under the master agreement
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Payment Terms: Pricing, invoicing, and payment conditions
7. Confidentiality: Protection and handling of confidential information
8. Representations and Warranties: Statements of fact and promises made by the parties
9. Limitation of Liability: Caps and exclusions on liability
10. Force Majeure: Provisions for unforeseen circumstances preventing performance
11. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution mechanisms
1. Change Control: Process for implementing changes to services or agreement terms
2. Service Levels: Performance metrics, standards, and related remedies
3. Data Protection: Compliance with PDPA and data handling obligations
4. Anti-Bribery and Corruption: Compliance with anti-corruption laws and policies
5. Insurance: Required insurance coverage and limits
6. Intellectual Property Rights: Ownership and licensing of IP created or used
1. Services Schedule: Detailed description of services to be provided
2. Pricing Schedule: Detailed pricing structure, rates, and payment terms
3. Service Levels Schedule: Detailed performance metrics, measurement methods, and service credits
4. Data Processing Schedule: Specific data protection obligations and procedures
5. Change Control Procedure: Detailed process for managing changes to services or agreement
6. Key Personnel: List of key personnel and their roles
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Laws
Losses
Material Breach
Order Form
Personal Data
Personnel
Project
Related Corporation
Representatives
Services
Service Levels
Service Provider
Singapore
Specification
Statement of Work
Subsidiary
Term
Third Party
Working Hours
Affiliate
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Laws
Losses
Material Breach
Order Form
Personal Data
Personnel
Project
Related Corporation
Representatives
Services
Service Levels
Service Provider
Singapore
Specification
Statement of Work
Subsidiary
Term
Third Party
Working Hours
Clauses
Interpretation
Services
Ordering Process
Statements of Work
Service Levels
Customer Obligations
Service Provider Obligations
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Assignment and Subcontracting
Non-Solicitation
Anti-Bribery
Compliance with Laws
Notices
Dispute Resolution
Governing Law and Jurisdiction
General Provisions
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
Relationship of Parties
Counterparts
Services
Ordering Process
Statements of Work
Service Levels
Customer Obligations
Service Provider Obligations
Change Control
Charges and Payment
Intellectual Property Rights
Data Protection
Confidentiality
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Assignment and Subcontracting
Non-Solicitation
Anti-Bribery
Compliance with Laws
Notices
Dispute Resolution
Governing Law and Jurisdiction
General Provisions
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
Relationship of Parties
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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