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Master Subcontract Agreement
"I need a Master Subcontract Agreement under Austrian law for our IT consulting company that will be engaging multiple software development subcontractors across the EU, with strong IP protection clauses and GDPR compliance requirements, to be implemented by March 2025."
1. Parties: Identification and details of the main contractor and subcontractor, including registration numbers and authorized representatives
2. Background: Context of the agreement, relationship between parties, and general purpose of the master agreement
3. Definitions: Definitions of key terms used throughout the agreement, including technical terms and contract-specific terminology
4. Scope of Agreement: General framework of services/works that may be subcontracted, including the process for individual work orders
5. Ordering Process: Procedures for issuing, accepting, and managing individual work orders under the master agreement
6. Subcontractor Obligations: Core responsibilities, quality standards, compliance requirements, and performance obligations
7. Main Contractor Obligations: Responsibilities of the main contractor, including provision of information and materials
8. Pricing and Payment Terms: Framework for pricing, invoicing procedures, payment terms, and handling of expenses
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data handling requirements
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
15. Force Majeure: Handling of events beyond reasonable control
16. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Compliance with Anti-Corruption Laws: Required when working with public sector or international contracts
2. Export Control: Needed when goods or services may be subject to export regulations
3. Environmental Requirements: Important for construction or manufacturing subcontracts
4. Health and Safety: Critical for on-site work or hazardous operations
5. Security Requirements: Necessary for projects involving sensitive information or secure facilities
6. Personnel Requirements: Important when specific qualifications or security clearances are needed
7. Quality Management: Required when specific quality standards or certifications must be maintained
8. Warranty: Detailed warranty terms for goods or construction works
9. Step-in Rights: Required for critical services where main contractor may need to take over
10. Parent Company Guarantee: Needed when financial security is required from subcontractor's parent company
1. Schedule 1 - Pricing Schedule: Detailed rate cards, pricing mechanisms, and cost calculations
2. Schedule 2 - Service Levels: Performance metrics, KPIs, and related penalties/bonuses
3. Schedule 3 - Technical Requirements: Detailed technical specifications and standards
4. Schedule 4 - Form of Work Order: Template for individual work orders under the master agreement
5. Schedule 5 - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
7. Schedule 7 - Approved Subcontractors: List of pre-approved lower-tier subcontractors if applicable
8. Schedule 8 - Quality Management Requirements: Detailed quality assurance and control procedures
9. Appendix A - Contact Details: Key contacts and escalation procedures
10. Appendix B - Required Certifications: List of mandatory certifications and qualifications
Authors
Construction
Information Technology
Manufacturing
Engineering
Professional Services
Telecommunications
Energy
Infrastructure
Defense
Transport and Logistics
Facilities Management
Industrial Services
Legal
Procurement
Operations
Commercial
Risk & Compliance
Finance
Supply Chain
Project Management Office
Technical Operations
Vendor Management
Business Development
Quality Assurance
Procurement Manager
Contract Manager
Legal Counsel
Commercial Director
Project Manager
Operations Director
Supply Chain Manager
Risk Manager
Compliance Officer
Technical Director
Chief Financial Officer
Vendor Manager
Business Development Manager
General Counsel
Head of Operations
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