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1. Parties: Identifies the contracting parties with their full legal names, registration numbers, and registered addresses
2. Background: Sets out the context and commercial intent of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Scope of Agreement: Outlines the primary subject matter and scope of the business relationship
5. Term and Duration: Specifies the commencement date and duration of the agreement
6. Commercial Terms: Details the core commercial arrangements including pricing, payment terms, and delivery obligations
7. Rights and Obligations: Lists specific responsibilities and rights of each party
8. Representations and Warranties: Contains statements of fact and promises made by each party
9. Confidentiality: Provisions protecting confidential information exchanged between parties
10. Termination: Specifies circumstances and procedures for ending the agreement
11. Governing Law and Jurisdiction: Establishes Malaysian law as governing law and specifies jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when IP is being created, licensed, or transferred as part of the business relationship
2. Data Protection: Needed when personal data processing is involved in the business activities
3. Force Majeure: Recommended when external events could significantly impact performance obligations
4. Non-Competition: Include when protecting against competitive activities is crucial
5. Insurance: Required when specific insurance coverage needs to be maintained
6. Audit Rights: Important when one party needs to verify the other's compliance or financial calculations
7. Assignment and Subcontracting: Include when transfer of rights or obligations needs to be controlled
8. Step-In Rights: Needed in critical service arrangements where service continuity is essential
9. Change Control: Required for long-term agreements where scope or terms may need adjustment
1. Schedule 1 - Service Specifications: Detailed description of services or deliverables
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structures, payment schedules, and calculation methodologies
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key staff members and their roles
5. Schedule 5 - Technical Requirements: Technical specifications or requirements
6. Schedule 6 - Forms and Procedures: Standard forms, reporting templates, and operational procedures
7. Appendix A - Contact Details: Contact information for key representatives and notices
8. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements applicable to the agreement
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