The Master Framework Agreement is designed for situations where parties anticipate an ongoing business relationship with multiple transactions or service engagements over time. This document type is particularly useful in the Dutch legal context where parties need a structured approach to managing their commercial relationship while ensuring compliance with both Dutch and EU law. The agreement sets out the fundamental terms and conditions that will govern all future dealings, including ordering processes, payment terms, liability provisions, and dispute resolution mechanisms. It typically includes various schedules and appendices that can be updated as needed without requiring a complete revision of the main agreement. The Master Framework Agreement is especially valuable for complex business relationships where flexibility is needed while maintaining consistent core terms.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company details
2. Background: Context of the agreement and the parties' intention to enter into a framework relationship
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement
4. Structure and Scope: Overview of the framework agreement's purpose and its relationship with subsequent agreements
5. Term and Termination: Duration of the framework agreement, renewal provisions, and termination rights
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Pricing and Payment Terms: General principles for pricing, payment terms, and invoicing procedures
8. Performance Standards: Basic quality and performance requirements applicable to all services/goods
9. Governance and Reporting: Management structure, reporting requirements, and communication protocols
10. Intellectual Property Rights: Ownership and usage rights of IP under the framework
11. Confidentiality: Protection and handling of confidential information
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Circumstances excusing performance and related procedures
14. General Provisions: Standard legal provisions including notices, amendments, assignment, and severability
15. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for dispute resolution
1. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
2. Information Security: Needed when sensitive data or systems access is part of the relationship
3. Compliance with Laws: Detailed compliance obligations when operating in regulated industries
4. Insurance Requirements: Specific insurance obligations for high-risk or regulated services
5. Business Continuity: Required for critical services or long-term strategic relationships
6. Environmental Compliance: Necessary for agreements involving environmental impacts or sustainability commitments
7. Anti-Corruption and Sanctions: Required for international business or when dealing with government entities
8. Personnel and Subcontracting: Needed when services involve key personnel or subcontractor relationships
1. Schedule 1 - Service Descriptions: Detailed descriptions of services or products covered under the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing models, rates, and commercial terms
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement methods
4. Schedule 4 - Governance Procedures: Detailed procedures for contract management and escalation
5. Schedule 5 - Technical Requirements: Technical specifications and standards for services/products
6. Schedule 6 - Form of Order: Template for individual orders under the framework
7. Schedule 7 - Change Control Procedure: Process for managing changes to services or terms
8. Appendix A - Contact Details: Key contacts and notification details for both parties
9. Appendix B - Required Insurance: Specific insurance types and coverage levels
10. Appendix C - Security Requirements: Detailed security protocols and requirements
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