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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the vendor's appointment and defines the scope of products/services
5. Ordering Process: Details the procedure for placing and accepting orders
6. Delivery and Performance: Specifies delivery terms, timelines, and performance standards
7. Price and Payment: Sets out pricing structure, payment terms, and invoicing procedures
8. Quality and Compliance: Establishes quality standards and compliance requirements
9. Warranties and Representations: Details warranties for products/services and party representations
10. Intellectual Property Rights: Addresses ownership and usage of intellectual property
11. Confidentiality: Governs the handling and protection of confidential information
12. Data Protection: Specifies obligations regarding data handling and privacy
13. Liability and Indemnification: Sets out liability limitations and indemnification obligations
14. Term and Termination: Specifies agreement duration and termination provisions
15. Force Majeure: Addresses circumstances beyond parties' reasonable control
16. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution process
17. General Provisions: Includes standard boilerplate clauses and miscellaneous terms
1. Insurance: Required when vendor needs specific insurance coverage for high-risk activities
2. Security Requirements: Needed when vendor requires access to client systems or facilities
3. Business Continuity: Important for critical vendors or those providing essential services
4. Environmental Compliance: Required for vendors whose activities have environmental impact
5. Audit Rights: Important for regulated industries or when compliance verification is crucial
6. Anti-Corruption Compliance: Required for international transactions or high-value contracts
7. Change Control: Needed when service scope or specifications may require frequent updates
8. Service Credits: Applicable when including service level agreements with penalties
9. Personnel Requirements: Important when vendor staff will work closely with client
10. Subcontracting: Required when vendor may need to subcontract certain services
1. Schedule 1 - Products/Services Description: Detailed description of products or services covered
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications
5. Schedule 5 - Key Personnel: List of key vendor personnel assigned to the agreement
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Security Requirements: Detailed security protocols and requirements
8. Schedule 8 - Data Processing Agreement: Specific terms for handling personal data
9. Appendix A - Order Form Template: Standard template for placing orders under the agreement
10. Appendix B - Acceptance Testing Procedures: Procedures for accepting deliverables
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