The Master Client Agreement is designed for situations where a service provider anticipates an ongoing business relationship with a client involving multiple service engagements over time. It is particularly suited for Dutch market operations where parties need a robust legal framework that complies with local law requirements while maintaining commercial flexibility. The agreement typically includes provisions for service ordering, delivery standards, payment terms, and risk allocation, with the ability to add specific service details through separate statements of work. This structure is especially valuable for complex service relationships where the scope may evolve over time, providing both parties with clear governance mechanisms and operational procedures while ensuring compliance with Dutch legal requirements and business practices.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Scope of Services: General framework for services to be provided under the agreement
5. Term and Termination: Duration of the agreement and termination provisions
6. Ordering Process: Process for requesting and accepting specific services
7. Fees and Payment: General payment terms, invoicing, and payment mechanisms
8. Service Provider Obligations: Key obligations and commitments of the service provider
9. Client Obligations: Key obligations and commitments of the client
10. Service Levels: General framework for service level requirements
11. Intellectual Property Rights: Ownership and licensing of IP
12. Confidentiality: Protection of confidential information
13. Data Protection: GDPR compliance and data processing terms
14. Liability and Indemnities: Risk allocation between parties
15. Force Majeure: Handling of events beyond parties' reasonable control
16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement
1. Insurance: Required when specific insurance coverage needs to be maintained
2. Compliance with Laws: Detailed compliance obligations for regulated industries
3. Information Security: Detailed security requirements for technology services
4. Business Continuity: Required for critical services or regulated sectors
5. Anti-Bribery and Corruption: Required for international business or public sector contracts
6. Environmental, Social and Governance: Required when ESG commitments are important to parties
7. Audit Rights: Required for regulated industries or critical services
8. Personnel and Key Personnel: Important when specific individuals are critical to service delivery
9. Change Control: Required for complex or long-term service arrangements
1. Schedule 1 - Services Description: Detailed description of available services
2. Schedule 2 - Charges and Pricing: Detailed pricing structure and rate cards
3. Schedule 3 - Service Levels and Service Credits: Detailed service level requirements and remedies
4. Schedule 4 - Data Processing Agreement: Detailed GDPR compliance terms
5. Schedule 5 - Security Requirements: Detailed security standards and requirements
6. Schedule 6 - Form of Statement of Work: Template for ordering specific services
7. Schedule 7 - Governance and Reporting: Detailed management and oversight procedures
8. Schedule 8 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
9. Schedule 9 - Exit Plan: Transition arrangements at contract end
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