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Commercial Supplier Agreement Template for England and Wales

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Key Requirements PROMPT example:

Commercial Supplier Agreement

"I need a Commercial Supplier Agreement for my tech company to supply software development services to enterprise clients in the UK, with specific focus on data protection and intellectual property provisions."

Document background
The Commercial Supplier Agreement is essential for businesses operating in England and Wales who engage in the regular supply of goods or services. This document establishes clear contractual obligations, risk allocation, and performance standards between parties. It incorporates key requirements under English law, including provisions from the Sale of Goods Act 1979 and Supply of Goods and Services Act 1982. The agreement is particularly valuable for ongoing commercial relationships where regular supply arrangements need to be formalized and protected.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions and Interpretation: Key terms and interpretation rules

4. Supply of Goods/Services: Core obligations regarding the supply

5. Pricing and Payment: Payment terms, invoicing, and price adjustment mechanisms

6. Service Levels: Performance standards and metrics

7. Term and Termination: Duration and termination provisions

8. Liability and Indemnities: Risk allocation between parties

9. Confidentiality: Protection of confidential information

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Data Protection: Required when personal data is processed under UK GDPR and Data Protection Act 2018

2. Intellectual Property: IP ownership and licensing terms for contracts involving intellectual property rights

3. Force Majeure: Provisions for unforeseeable circumstances in long-term or high-value contracts

4. Change Control: Process for managing changes in complex or long-term arrangements

5. Insurance: Insurance requirements for high-risk or regulated supplies

Suggested Schedules

1. Schedule 1 - Specification: Detailed description of goods/services to be supplied

2. Schedule 2 - Charges: Detailed pricing structure and rates

3. Schedule 3 - Service Levels: Detailed performance metrics and KPIs

4. Schedule 4 - Processing of Personal Data: Details of data processing activities and compliance requirements

5. Schedule 5 - Form of Change Control Notice: Template for documenting and approving contract variations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Sale of Goods Act 1979: Core legislation governing the sale of goods in commercial contracts, defining implied terms, rights and duties of sellers and buyers

Supply of Goods and Services Act 1982: Legislation governing contracts for the supply of services and implied terms regarding quality of service and reasonable care

Contracts (Rights of Third Parties) Act 1999: Regulates how third parties may enforce terms of a contract to which they are not directly party

Consumer Rights Act 2015: Primary consumer rights legislation that may be relevant if the commercial agreement has B2C elements

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts and sets boundaries for reasonable terms

UK GDPR: Post-Brexit data protection regulation governing how personal data must be handled and processed

Data Protection Act 2018: The UK's implementation of data protection laws, working alongside UK GDPR

Companies Act 2006: Primary legislation governing company operations and corporate affairs in the UK

Competition Act 1998: Prohibits anti-competitive behavior and regulates agreements that might restrict competition

Enterprise Act 2002: Provides framework for merger control and market investigations in the UK

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices and sets standards for business-to-consumer trading

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic commerce and online business activities

Modern Slavery Act 2015: Requires businesses to ensure transparency in supply chains and prevent modern slavery

TUPE Regulations 2006: Protects employees' rights when business ownership transfers or service provision changes

Incoterms: International commercial terms defining responsibilities of buyers and sellers in international trade

Export Control Order 2008: Regulates the export of goods, software and technology from the UK

UK-EU Trade and Cooperation Agreement: Post-Brexit trading arrangements between UK and EU affecting commercial relationships

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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