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Master Vendor Agreement
"I need a Master Vendor Agreement under Indonesian law for a technology manufacturing company, with strong IP protection clauses and specific provisions for handling technical data, to be implemented by March 2025 with multiple suppliers in Jakarta."
1. Parties: Identification of the contracting parties, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules for interpreting the agreement
4. Appointment and Scope: Terms of vendor appointment and general scope of goods/services to be provided
5. Term and Renewal: Duration of the agreement, including commencement date and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders under the agreement
7. Pricing and Payment: Payment terms, pricing mechanisms, invoicing requirements, and payment methods
8. Delivery and Performance: Requirements for delivery of goods or performance of services
9. Quality and Standards: Quality standards, specifications, and performance metrics
10. Warranties and Representations: Warranties regarding goods/services and general business operations
11. Compliance with Laws: Obligations to comply with applicable laws and regulations
12. Intellectual Property Rights: Ownership and usage rights of intellectual property
13. Confidentiality: Protection and handling of confidential information
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Termination: Grounds for termination and termination procedures
16. Force Majeure: Provisions for handling events beyond parties' reasonable control
17. Governing Law and Dispute Resolution: Choice of law and procedures for resolving disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by the vendor
2. Data Protection: Required when personal data processing is involved in the vendor relationship
3. Anti-Bribery and Corruption: Important for high-value contracts or when dealing with government-linked entities
4. Environmental Compliance: Relevant for vendors providing goods or services with environmental impact
5. Security Requirements: Necessary when vendor requires access to sensitive systems or facilities
6. Business Continuity: Important for critical suppliers or services
7. Import/Export Compliance: Required for cross-border supply of goods or services
8. Subcontracting: Needed when vendor may need to engage subcontractors
9. Change Control: Important for long-term agreements where scope or specifications may change
10. Service Levels: Required when specific performance metrics need to be maintained
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be provided
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including rate cards and payment terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and measurement criteria
4. Schedule 4 - Technical Requirements: Technical specifications and standards for goods/services
5. Schedule 5 - Operating Procedures: Detailed procedures for day-to-day operations and ordering
6. Schedule 6 - Contact Details: Key contact information for both parties
7. Schedule 7 - Form of Purchase Order: Template for purchase orders under the agreement
8. Schedule 8 - Compliance Requirements: Specific regulatory or compliance requirements
9. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
10. Appendix B - Security Protocols: Security procedures and requirements if applicable
Authors
Manufacturing
Technology
Retail
Financial Services
Telecommunications
Healthcare
Energy
Construction
Logistics
Professional Services
Consumer Goods
Mining
Agriculture
Education
Hospitality
Procurement
Legal
Finance
Operations
Supply Chain
Risk & Compliance
Commercial
Vendor Management
Strategic Sourcing
Contract Administration
Chief Procurement Officer
Procurement Manager
Legal Counsel
Contract Manager
Supply Chain Director
Vendor Relations Manager
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Category Manager
Sourcing Manager
General Counsel
Commercial Director
Finance Manager
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