The Master Vendor Agreement (MVA) is essential for organizations engaging in repeated transactions with key suppliers. It streamlines procurement processes by establishing standardized terms that apply across multiple purchase orders or statements of work. Under U.S. jurisdiction, this agreement addresses critical aspects such as liability limitations, intellectual property rights, confidentiality obligations, and compliance requirements. The MVA is particularly valuable for companies seeking to maintain consistent vendor relationships while reducing transaction costs and legal risks associated with multiple individual contracts.
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1. Parties: Identifies and defines the contracting parties with full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services/Supply: Detailed description of goods/services to be provided
5. Pricing and Payment Terms: Payment structure, terms, invoicing requirements
6. Term and Termination: Duration of agreement and termination provisions
7. Performance Standards: Quality requirements and service levels
8. Warranties: Standard and specific warranties provided by vendor
9. Indemnification: Mutual and specific indemnification obligations
10. Insurance: Required insurance coverage and limits
11. Confidentiality: Protection of confidential information
12. Governing Law: Applicable law and jurisdiction
1. Data Protection: Required when personal data is processed or transferred between parties
2. Intellectual Property Rights: IP ownership, licensing terms, and protection of existing IP
3. Change Control: Process for managing changes to services, specifications, or agreement terms
4. Business Continuity: Disaster recovery and business continuity requirements for critical services
1. Schedule of Services: Detailed specification of services/goods to be provided
2. Pricing Schedule: Detailed pricing, rates, and charges including any volume discounts
3. Service Level Agreement: Specific performance metrics, service levels, and remedies
4. Data Processing Agreement: Detailed data protection obligations and compliance requirements
5. Insurance Requirements: Specific insurance coverage requirements and minimum limits
6. Key Personnel: List of key staff and roles responsible for service delivery
7. Change Control Procedure: Detailed process for managing and implementing changes
Relevant legal definitions
Agreement
Affiliate
Applicable Law
Business Day
Confidential Information
Customer
Customer Data
Deliverables
Effective Date
Force Majeure Event
Goods
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Order
Personal Data
Price
Purchase Order
Renewal Term
Representatives
Services
Service Levels
Specifications
Statement of Work
Subcontractor
Term
Third Party
Vendor
Vendor Personnel
Work Product
Affiliate
Applicable Law
Business Day
Confidential Information
Customer
Customer Data
Deliverables
Effective Date
Force Majeure Event
Goods
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Order
Personal Data
Price
Purchase Order
Renewal Term
Representatives
Services
Service Levels
Specifications
Statement of Work
Subcontractor
Term
Third Party
Vendor
Vendor Personnel
Work Product
Clauses
Scope of Services
Ordering Process
Pricing and Payment
Delivery
Acceptance
Service Levels
Performance Standards
Quality Requirements
Warranties
Term and Termination
Intellectual Property Rights
Confidentiality
Data Protection
Security Requirements
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Business Continuity
Change Control
Dispute Resolution
Compliance with Laws
Anti-Corruption
Assignment and Subcontracting
Non-Solicitation
Notice Requirements
Governing Law
Entire Agreement
Severability
Amendments
Survival
Third Party Rights
Waiver
Counterparts
Ordering Process
Pricing and Payment
Delivery
Acceptance
Service Levels
Performance Standards
Quality Requirements
Warranties
Term and Termination
Intellectual Property Rights
Confidentiality
Data Protection
Security Requirements
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Business Continuity
Change Control
Dispute Resolution
Compliance with Laws
Anti-Corruption
Assignment and Subcontracting
Non-Solicitation
Notice Requirements
Governing Law
Entire Agreement
Severability
Amendments
Survival
Third Party Rights
Waiver
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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