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Master Framework Agreement
"I need a Master Framework Agreement under Austrian law for a software development company providing services to multiple EU clients, with specific emphasis on data protection and intellectual property rights, to be implemented by March 2025."
1. Parties: Identification of the contracting parties including full legal names, registration details, and addresses
2. Background: Context of the agreement, business relationship overview, and purpose of the framework arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Structure and Scope: Hierarchy of documents, relationship between framework and individual contracts, scope of services/products covered
5. Term and Termination: Duration of the agreement, renewal provisions, termination rights and procedures
6. Ordering Process: Process for placing and accepting orders under the framework
7. Prices and Payment Terms: General pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms
8. Performance Standards: General quality standards, service levels, and performance requirements
9. General Obligations: Key obligations of both parties under the framework
10. Warranties and Representations: Standard warranties and representations from both parties
11. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation
12. Insurance: Required insurance coverage and related obligations
13. Intellectual Property Rights: Ownership and usage rights of intellectual property
14. Confidentiality: Protection and handling of confidential information
15. Force Majeure: Events constituting force majeure and consequences
16. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments, etc.
1. Data Protection: Detailed GDPR compliance provisions, required if personal data processing is involved
2. Compliance with Laws: Specific regulatory compliance requirements, particularly relevant for regulated industries
3. Environmental and Social Responsibility: ESG requirements, needed for companies with specific sustainability commitments
4. Anti-Corruption and Anti-Bribery: Detailed compliance provisions, particularly important for international business relationships
5. Change Control: Formal process for managing changes to services/products, important for complex operational relationships
6. Security Requirements: IT and physical security requirements, necessary for technology or sensitive operations
7. Business Continuity: Disaster recovery and business continuity requirements, important for critical business relationships
8. Audit Rights: Detailed audit provisions, important for regulated industries or complex service relationships
9. Personnel Requirements: Specific requirements for personnel involved in service delivery, relevant for service-based relationships
10. Non-Competition and Non-Solicitation: Restrictions on competition and employee solicitation, relevant where parties share sensitive market information
1. Schedule 1 - Services/Products Description: Detailed description of services or products covered under the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing information, rate cards, and price calculation mechanisms
3. Schedule 3 - Service Levels: Detailed service level requirements and measurement criteria
4. Schedule 4 - Technical Specifications: Technical requirements and specifications for products or services
5. Schedule 5 - Key Personnel: List of key personnel and their roles (if applicable)
6. Schedule 6 - Form of Order: Template for individual orders under the framework
7. Schedule 7 - Change Control Procedure: Detailed process for managing changes to services/products
8. Schedule 8 - Security Requirements: Detailed security specifications and requirements
9. Schedule 9 - Data Processing Agreement: GDPR-compliant data processing terms if required
10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
Authors
Information Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Telecommunications
Energy
Retail
Construction
Logistics
Automotive
Pharmaceuticals
Consumer Goods
Industrial Services
Legal
Procurement
Commercial
Finance
Operations
Risk Management
Compliance
Business Development
Sales
Project Management
Account Management
Executive Leadership
Chief Legal Officer
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Business Development Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
General Counsel
Project Manager
Account Manager
Sales Director
Chief Executive Officer
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