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1. Parties: Identification of the contracting parties and their legal status
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement and related documents
4. Framework Structure: Overview of how the framework operates and mechanism for creating subsequent agreements
5. Ordering Process: Process for placing and accepting orders under the framework
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Payment Terms: General payment conditions applicable across all transactions
8. Governance: Management structure and decision-making processes
9. Obligations and Responsibilities: Core duties of each party under the framework
10. Compliance and Audit Rights: Regulatory compliance requirements and audit provisions
11. Intellectual Property Rights: Ownership and usage rights of IP under the framework
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: Handling of personal and sensitive data
14. Liability and Indemnification: Risk allocation between parties
15. Force Majeure: Handling of events beyond parties' reasonable control
16. Dispute Resolution: Process for resolving disagreements
17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Service Levels: Include when specific performance metrics need to be maintained across all transactions
2. Insurance Requirements: Include when specific insurance coverage is required for all activities
3. Security Requirements: Include when dealing with sensitive information or systems access
4. Environmental Compliance: Include when environmental considerations are relevant to the relationship
5. Anti-Corruption Compliance: Include when international business or high-risk activities are involved
6. Change Control: Include when formal processes for changes to services or deliverables are needed
7. Business Continuity: Include when service continuity is critical to the relationship
8. Transition and Exit: Include when complex service transition or exit requirements exist
1. Schedule 1 - Pricing Framework: Standard pricing models and mechanisms for price adjustments
2. Schedule 2 - Service Description: General description of services or products covered by the framework
3. Schedule 3 - Template Order Forms: Standard forms for placing orders under the framework
4. Schedule 4 - Governance Procedures: Detailed procedures for contract management and oversight
5. Schedule 5 - Technical Requirements: Standard technical specifications applicable across all orders
6. Schedule 6 - Security Standards: Required security standards and procedures
7. Schedule 7 - KPI Framework: Standard performance indicators and measurement methods
8. Appendix A - Authorized Representatives: List of authorized signatories and key contacts
9. Appendix B - Approved Subcontractors: Pre-approved subcontractors and their scope of work
10. Appendix C - Compliance Requirements: Detailed regulatory and compliance obligations
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