The Subcontractor Framework Agreement is designed for businesses requiring regular access to subcontracted services while maintaining consistent commercial and legal terms. It provides a master agreement structure under English and Welsh law, allowing efficient engagement of subcontractors through simplified call-off procedures. This framework approach is particularly valuable for organizations managing multiple subcontractors or requiring recurring services, as it reduces administrative burden while ensuring standardized terms, risk allocation, and compliance requirements.
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1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the framework agreement
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Details of services to be provided under the framework
5. Term and Termination: Duration and termination provisions
6. Payment Terms: Pricing, invoicing and payment mechanisms
7. Obligations of the Parties: Key responsibilities of both parties
8. Warranties and Representations: Statements of fact and promises made by each party
9. Liability and Indemnification: Allocation of risks and limitations of liability
10. Insurance: Required insurance coverage and limits
11. Confidentiality: Protection of confidential information
12. Intellectual Property: Ownership and usage rights of IP
13. Force Majeure: Provisions for unforeseen circumstances
14. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Change Control: Process for managing changes to services - used for complex or long-term arrangements
2. KPIs and Service Levels: Performance metrics and measurement - used when specific performance standards are required
3. TUPE Provisions: Employee transfer protections - used when service provision may involve transfer of employees
4. Data Protection: Specific GDPR and data protection obligations - used when personal data processing is involved
5. Anti-Bribery and Corruption: Compliance with anti-corruption laws - used in high-risk industries or international contracts
1. Schedule 1 - Services Description: Detailed specification of services and scope of work
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates and payment terms
3. Schedule 3 - Service Levels: Detailed performance requirements, KPIs and measurement criteria
4. Schedule 4 - Form of Call-Off Contract: Template for individual work orders under the framework
5. Schedule 5 - Data Protection Requirements: Specific data protection obligations and procedures
6. Schedule 6 - Required Insurance: Detailed insurance requirements and minimum coverage levels
7. Schedule 7 - Key Personnel: List of key staff and their roles in delivering the services
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