The Supply Framework Agreement is designed for situations where organizations need to establish a long-term supply arrangement with the flexibility to make multiple purchases over time without repeatedly negotiating terms. This document type is particularly relevant under Irish law where regular procurement of goods or services is required, but the exact quantities or timing may not be known in advance. The framework sets out the overarching terms, pricing structures, quality requirements, and procedures for making call-off orders, while ensuring compliance with Irish and EU procurement regulations. It's commonly used in both public and private sectors, providing efficiency in procurement processes while maintaining competitive tension and value for money. The agreement includes comprehensive provisions for performance management, risk allocation, and dispute resolution, adaptable to various commercial contexts while ensuring regulatory compliance.
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1. Parties: Identification of the supplier and buyer/contracting authority
2. Background: Context of the framework agreement and its purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Framework Structure: Overview of how the framework operates, including term, scope, and non-exclusivity provisions
5. Call-off Procedure: Process for awarding and entering into call-off contracts under the framework
6. Ordering Process: Detailed procedures for placing and accepting orders under call-off contracts
7. Supply Requirements: Core obligations regarding the supply of goods/services, including quality standards and compliance
8. Prices and Payment: Framework prices, price adjustment mechanisms, and payment terms
9. Performance Monitoring: KPIs, reporting requirements, and performance review procedures
10. Liability and Insurance: Liability caps, required insurance coverage, and indemnities
11. Term and Termination: Duration of the framework, renewal options, and termination rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Rights and obligations in case of force majeure events
14. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Data Protection: Required if personal data will be processed under the framework or call-off contracts
2. Intellectual Property Rights: Needed if IP will be created, licensed, or transferred under the framework
3. Staff and Key Personnel: Include if specific supplier personnel are critical to performance
4. Environmental Compliance: Required for environmentally sensitive goods or services
5. Information Security: Include if sensitive data or systems are involved
6. Export Control: Required if goods or services are subject to export regulations
7. Anti-Bribery and Modern Slavery: Include for high-value frameworks or when dealing with high-risk jurisdictions
8. Service Levels: Include when specific service levels need to be maintained
9. Business Continuity: Required for critical supply arrangements
1. Schedule 1 - Goods and/or Services Description: Detailed specifications of goods/services covered by the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Call-off Terms and Conditions: Standard terms that will apply to individual call-off contracts
4. Schedule 4 - Order Form Template: Standard form for placing orders under the framework
5. Schedule 5 - Service Levels and KPIs: Detailed performance metrics and measurement methodology
6. Schedule 6 - Processing of Personal Data: Details of any personal data processing activities
7. Schedule 7 - Change Control Procedure: Process for making changes to the framework or call-off contracts
8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors and their scope of work
9. Appendix 1 - Form of Call-off Contract: Template contract for individual call-offs under the framework
10. Appendix 2 - Framework Award Procedure: Detailed procedure for awarding call-off contracts
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