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1. Parties: Identification of the contracting parties including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Supply: Description of goods and/or services to be provided under the agreement
5. Ordering Process: Procedures for placing and accepting purchase orders
6. Pricing and Payment: Price determination, payment terms, invoicing requirements, and payment methods
7. Delivery and Acceptance: Terms regarding delivery, inspection, acceptance criteria, and rejection procedures
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties: Supplier warranties regarding goods, services, and performance
10. Term and Termination: Duration of agreement and termination rights
11. Intellectual Property: IP ownership, licenses, and protection provisions
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations
14. Insurance: Required insurance coverage and limits
15. Force Majeure: Events excusing performance and related procedures
16. Dispute Resolution: Procedures for resolving disputes between parties
17. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Compliance with Laws: Specific regulatory compliance requirements, used when operating in heavily regulated industries
2. Environmental Requirements: Environmental standards and compliance, used for suppliers of goods or services with environmental impact
3. Data Protection: Detailed data handling requirements, used when personal or sensitive data is involved
4. Service Levels: Performance metrics and remedies, used for service-based arrangements
5. Business Continuity: Disaster recovery and business continuity requirements, used for critical suppliers
6. Security Requirements: Physical and IT security requirements, used when supplier has access to facilities or systems
7. Subcontracting: Terms governing use of subcontractors, used when subcontracting is permitted
8. Import/Export: International trade compliance, used for cross-border supply arrangements
9. Corporate Social Responsibility: ESG requirements, used when aligning with sustainability goals
10. Change Control: Formal process for changes to goods/services, used for complex supply arrangements
1. Schedule A - Goods and Services Description: Detailed specifications of goods and services to be supplied
2. Schedule B - Pricing Schedule: Detailed pricing, including any volume discounts or pricing mechanisms
3. Schedule C - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule D - Key Personnel: List of key supplier personnel and their roles
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule F - Technical Requirements: Detailed technical specifications and requirements
7. Schedule G - Locations: Delivery locations and facility specifications
8. Schedule H - Forms: Standard forms including purchase order forms and acceptance certificates
9. Appendix 1 - Insurance Requirements: Detailed insurance requirements and coverage limits
10. Appendix 2 - Security Procedures: Detailed security protocols and requirements
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