The Master Agreement and Sub Agreement structure is designed for complex commercial relationships where multiple parties or services need to be governed under a consistent framework while maintaining flexibility for specific arrangements. This contract type, governed by English and Welsh law, is particularly useful for organizations managing multiple subsidiaries, service lines, or client relationships. The master agreement establishes overarching terms, while sub-agreements allow for customization of specific commercial arrangements, service levels, and pricing structures. This approach ensures governance consistency while reducing negotiation time and administrative burden across multiple relationships.
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1. Parties: Identification and details of all contracting parties
2. Background: Context and purpose of the agreement, including the relationship between master and sub-agreements
3. Definitions: Key terms used throughout the agreement and their meanings
4. Structure of Agreement: Framework explaining relationship between master and sub-agreements, and how they interact
5. Obligations of the Parties: Core duties and responsibilities of each party under the master agreement
6. Sub-Agreement Process: Process for entering into and managing sub-agreements
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Payment Terms: Financial obligations, payment mechanisms, and invoicing procedures
9. Confidentiality: Protection and handling of confidential information
10. Liability and Indemnities: Allocation of risks and responsibilities between parties
11. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and related jurisdictional matters
1. Change Control: Procedures for making changes to agreement terms or scope
2. Force Majeure: Provisions for handling unforeseen circumstances beyond parties' control
3. Intellectual Property: Rights and obligations regarding intellectual property
4. Data Protection: Compliance with UK GDPR and Data Protection Act 2018
5. Anti-Bribery and Corruption: Compliance with anti-bribery legislation and related procedures
6. Insurance: Required insurance coverage and related obligations
1. Template Sub-Agreement: Standard form sub-agreement to be used for specific arrangements
2. Services Schedule: Template for detailed description of services under sub-agreements
3. Pricing Schedule: Framework pricing structure and mechanisms
4. Service Levels: Standard performance metrics and service level requirements
5. Change Control Procedure: Detailed process for implementing changes to the agreement
6. Data Processing Agreement: Detailed terms for handling personal data and ensuring compliance
7. Governance Procedures: Framework for managing the relationship and decision-making processes
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