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1. Parties: Identification of the vendor/supplier and the customer, including full legal names and registered addresses
2. Background: Context of the agreement and general relationship between the parties
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Scope of Supply: Detailed description of goods and/or services to be provided by the vendor
5. Ordering Process: Procedures for placing and accepting orders, including minimum order quantities if applicable
6. Delivery and Acceptance: Terms regarding delivery, acceptance testing, and rejection of goods/services
7. Price and Payment: Pricing structure, payment terms, invoicing requirements, and any volume discounts
8. Quality Requirements: Quality standards, specifications, and quality control procedures
9. Warranties and Representations: Warranties regarding goods/services and general representations by both parties
10. Liability and Indemnification: Limitation of liability and indemnification obligations of both parties
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Term and Termination: Duration of agreement and circumstances allowing termination
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Intellectual Property Rights: Required when IP rights are being created, licensed, or transferred
2. Data Protection: Necessary when personal data is processed or shared between parties
3. Insurance: Required for high-value or high-risk supply relationships
4. Business Continuity: Important for critical suppliers or long-term relationships
5. Environmental Compliance: Relevant for supplies involving environmental impacts or regulations
6. Anti-Corruption Compliance: Important for international trade or government-related contracts
7. Change Control: Needed for complex or long-term supply arrangements
8. Service Levels: Required when specific performance metrics need to be maintained
9. Staff and Subcontractors: Important when supplier personnel work on customer sites or subcontractors are involved
1. Schedule 1 - Goods and Services Specification: Detailed technical specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement methods
4. Schedule 4 - Form of Purchase Order: Template for purchase orders under the agreement
5. Schedule 5 - Quality Standards and Procedures: Detailed quality requirements and testing procedures
6. Schedule 6 - Contact Details: Key contacts and escalation procedures for both parties
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix A - Data Processing Agreement: Required when personal data processing is involved
9. Appendix B - Business Continuity Plan: Details of business continuity and disaster recovery procedures
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