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1. Parties: Identification of the contracting parties, including registered details as required under Dutch law
2. Background: Context and purpose of the agreement, including recitals explaining the parties' intentions
3. Definitions and Interpretation: Defined terms and interpretation rules, including Dutch law-specific terminology where relevant
4. Scope of Agreement: Core obligations and nature of the corporate relationship between the parties
5. Duration and Termination: Term of the agreement, renewal provisions, and termination rights
6. Rights and Obligations: Detailed responsibilities and rights of each party
7. Financial Provisions: Payment terms, pricing, and financial obligations
8. Representations and Warranties: Statements of fact and promises made by each party
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information and trade secrets
11. Force Majeure: Provisions for unforeseen circumstances preventing performance
12. Assignment and Transfer: Rules regarding transfer of rights and obligations
13. Notices: Communication procedures and contact details
14. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
15. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and amendments
1. Intellectual Property Rights: Required when the agreement involves IP creation, licensing, or transfer
2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
3. Non-Competition: Include when parties need to restrict competitive activities
4. Works Council Approval: Required when Dutch works council consultation or approval is necessary
5. Change of Control: Include for agreements where ownership changes could affect the relationship
6. Corporate Governance: Required for agreements involving management or control arrangements
7. Regulatory Compliance: Include when specific regulatory requirements apply to the relationship
8. Dispute Resolution: Alternative dispute resolution procedures if preferred over standard court proceedings
1. Schedule 1: Services Description: Detailed description of services or obligations if applicable
2. Schedule 2: Commercial Terms: Pricing, payment terms, and commercial conditions
3. Schedule 3: Technical Requirements: Technical specifications or performance requirements
4. Schedule 4: Key Personnel: List of key individuals and their roles if relevant
5. Schedule 5: Governance Structure: Detailed governance and reporting arrangements
6. Schedule 6: Service Levels: Performance metrics and service level requirements if applicable
7. Appendix A: Forms and Templates: Standard forms or templates to be used under the agreement
8. Appendix B: Company Information: Detailed corporate information and registration details
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