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1. Parties: Identification of all parties to the agreement, including full legal names and registration details
2. Background: Context of the agreement, relationship between parties, and high-level objectives
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Services: Detailed description of supply chain services to be provided
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Performance Standards and KPIs: Service levels, performance metrics, and measurement methodology
7. Ordering and Forecasting: Process for placing orders and providing forecasts
8. Delivery and Logistics: Requirements for delivery, transportation, and handling of goods
9. Price and Payment: Pricing structure, payment terms, and invoicing procedures
10. Quality Control: Quality standards, inspection rights, and quality management processes
11. Risk and Insurance: Risk allocation and required insurance coverage
12. Confidentiality: Protection of confidential information and trade secrets
13. Intellectual Property: IP rights and licenses related to the supply chain operations
14. Compliance and Records: Regulatory compliance requirements and record-keeping obligations
15. Liability and Indemnification: Limitation of liability and indemnification provisions
16. Force Majeure: Events excusing performance and related procedures
17. Termination: Grounds for termination and termination procedures
18. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
19. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Customs and International Trade: Include when supply chain involves cross-border movement of goods
2. Warehousing Services: Include when provider is responsible for storage and warehouse management
3. Technology and Systems Integration: Include when agreement involves use of specific software or systems
4. Environmental Compliance: Include when handling environmentally sensitive materials or where specific environmental standards apply
5. Security Requirements: Include when handling high-value or sensitive goods requiring specific security measures
6. Business Continuity: Include when service criticality requires specific disaster recovery planning
7. Staff and Training: Include when specific staff qualifications or training requirements are needed
8. Subcontracting: Include when provider may need to engage subcontractors
9. Change Management: Include when frequent operational changes are anticipated
1. Schedule 1 - Service Specifications: Detailed description of all supply chain services to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment mechanisms
3. Schedule 3 - Performance Standards and KPIs: Detailed metrics, measurement methods, and reporting requirements
4. Schedule 4 - Operating Procedures: Detailed operational processes and procedures
5. Schedule 5 - Locations and Facilities: List of approved facilities, warehouses, and delivery locations
6. Schedule 6 - Insurance Requirements: Detailed insurance types and coverage levels required
7. Schedule 7 - Form of Reports: Templates for required operational and performance reports
8. Schedule 8 - Compliance Requirements: Detailed regulatory and compliance obligations
9. Schedule 9 - Emergency Contacts: List of key personnel and emergency contact procedures
10. Appendix A - Service Level Credits: Calculation methodology for service level failures and credits
11. Appendix B - Change Request Form: Template for requesting and documenting changes to services
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