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Master Agreement for Australia

Master Agreement Template for Australia

An Australian Master Agreement is a comprehensive legal framework that establishes the fundamental terms and conditions governing the ongoing business relationship between parties. This document, compliant with Australian Commonwealth and state legislation, serves as an umbrella agreement under which subsequent statements of work, purchase orders, or service orders can be executed. It addresses key aspects including service delivery, pricing mechanisms, intellectual property rights, data protection, and risk allocation, while incorporating specific requirements of Australian consumer law and fair trading regulations.

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What is a Master Agreement?

The Master Agreement is designed for use in situations where parties anticipate an ongoing business relationship involving multiple transactions or service engagements over time. It provides a foundational framework that eliminates the need to negotiate basic terms for each subsequent transaction, while ensuring compliance with Australian legal requirements including the Competition and Consumer Act 2010, Privacy Act 1988, and relevant state legislation. This document typically includes comprehensive terms covering service delivery, performance standards, risk allocation, and dispute resolution, with the flexibility to accommodate specific requirements through schedules and statements of work. The Master Agreement is particularly valuable for businesses operating in Australia that require a structured approach to managing long-term commercial relationships while maintaining consistency and reducing transaction costs.

What sections should be included in a Master Agreement?

1. Parties: Identifies and provides full legal details of all parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Term and Renewal: Specifies the duration of the agreement and any renewal provisions

5. Framework for Service Orders/Statements of Work: Establishes the process for creating and managing individual service orders or statements of work

6. Pricing and Payment Terms: Details the pricing structure, payment terms, invoicing process, and any price adjustment mechanisms

7. Obligations of the Parties: Sets out the key responsibilities and obligations of each party

8. Service Levels: Establishes the expected performance standards and metrics

9. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property

10. Confidentiality: Details obligations regarding confidential information

11. Data Protection and Privacy: Specifies requirements for handling personal and sensitive data

12. Liability and Indemnification: Sets out liability limitations and indemnification obligations

13. Insurance: Specifies required insurance coverage

14. Termination: Details circumstances and processes for termination

15. Dispute Resolution: Establishes procedures for resolving disputes

16. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and governing law

What sections are optional to include in a Master Agreement?

1. Change Control: Include when the services or deliverables are likely to require formal change management processes

2. Business Continuity and Disaster Recovery: Include for critical services or when regulatory compliance requires it

3. Security Requirements: Include when dealing with sensitive information or systems access

4. Audit Rights: Include when regulatory compliance or performance verification is important

5. Personnel Requirements: Include when specific qualifications or security clearances are needed

6. Environmental Compliance: Include when environmental impacts or sustainability are relevant

7. Export Control: Include when dealing with international trade or restricted technologies

8. Anti-Bribery and Corruption: Include when operating in high-risk jurisdictions or when required by corporate policies

9. Force Majeure: Include when specific events beyond parties' control need detailed treatment

10. Parent Company Guarantee: Include when financial security is required from a parent company

What schedules should be included in a Master Agreement?

1. Schedule 1 - Services Description: Detailed description of services or products covered by the agreement

2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and price adjustment mechanisms

3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and key performance indicators

4. Schedule 4 - Governance and Reporting: Management structure, meeting requirements, and reporting obligations

5. Schedule 5 - Form of Statement of Work: Template for individual statements of work or service orders

6. Schedule 6 - Technical Requirements: Technical specifications and requirements

7. Schedule 7 - Security Requirements: Detailed security protocols and requirements

8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

9. Schedule 9 - Transition Plan: Implementation or transition-in requirements

10. Schedule 10 - Exit Plan: Transition-out or termination assistance requirements

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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