Framework Contract for the United States

Framework Contract Template for United States

A Framework Contract under US law establishes the fundamental terms and conditions governing multiple future transactions between parties. It creates a structure for ongoing business relationships while allowing flexibility for specific orders to be placed under pre-agreed terms. The agreement typically includes pricing mechanisms, ordering procedures, and general terms that apply to all subsequent transactions, reducing the need for repeated negotiations and ensuring consistency across multiple dealings.

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What is a Framework Contract?

Framework Contracts are essential tools for businesses engaging in repeated transactions, providing a streamlined approach to procurement and supply relationships. This document type, governed by US commercial law, establishes the overarching terms while allowing flexibility for specific orders. A Framework Contract is particularly valuable when parties anticipate multiple transactions over time and want to avoid negotiating terms for each individual deal. It typically covers pricing structures, quality standards, delivery terms, and risk allocation, while remaining adaptable to changing business needs.

What sections should be included in a Framework Contract?

1. Parties: Identification and details of all contracting parties

2. Background/Recitals: Context and purpose of the framework agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Agreement: Overall framework and relationship structure

5. Term and Termination: Duration, renewal, and termination conditions

6. Ordering Process: Procedures for placing and accepting orders

7. Pricing and Payment Terms: Price structure, invoicing, and payment conditions

8. General Terms and Conditions: Standard legal provisions governing the relationship

What sections are optional to include in a Framework Contract?

1. Service Levels: Performance metrics and standards - include when specific performance requirements need to be measured

2. Data Protection: Data handling and privacy requirements - include when personal or sensitive data is processed

3. Intellectual Property Rights: IP ownership and licensing terms - include when IP is created or shared

4. Competition Law Compliance: Antitrust and competition provisions - include when dealing with competitors or market-sensitive arrangements

What schedules should be included in a Framework Contract?

1. Price List: Detailed pricing structure and rates

2. Service Specification: Detailed description of services/goods covered

3. KPI Schedule: Detailed performance metrics and measurement methods

4. Order Form Template: Standard form for placing orders under the framework

5. Change Control Procedure: Process for implementing changes to the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Industries

Uniform Commercial Code (UCC): Primary source of commercial law in the US, particularly Article 2 governing sale of goods in framework agreements

Federal Acquisition Regulation (FAR): Comprehensive regulation for government contracting, relevant if the framework agreement involves government entities

Antitrust Laws: Sherman Act and Clayton Act governing competition and anti-trust considerations in framework agreements

Federal Arbitration Act: Governs arbitration provisions and enforcement of arbitration agreements in contracts

Common Law Contract Principles: Fundamental principles of contract formation, consideration, and enforcement under US common law

State Contract Laws: State-specific variations in contract law that may affect framework agreement terms

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Federal Trade Commission Act: Consumer protection law preventing unfair or deceptive trade practices

Data Privacy Laws: State and federal regulations governing data protection and privacy requirements in contractual relationships

Employment Laws: Federal and state employment regulations including FLSA and contractor regulations if personnel are involved

Intellectual Property Laws: Federal copyright, patent, trademark, and trade secret protection laws affecting IP rights in framework agreements

E-SIGN Act: Federal law governing electronic signatures and records in commercial transactions

UETA: Uniform Electronic Transactions Act providing legal framework for electronic contracts and signatures at state level

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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