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1. Parties: Identifies and defines the parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the agreement, including the basic commercial understanding between the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Structure of Agreement: Explains the relationship between the master agreement and individual purchase orders or transaction documents
5. Ordering Process: Details the process for placing and accepting orders under the master agreement
6. Pricing and Payment Terms: Establishes the pricing mechanism, payment terms, invoicing requirements, and GST treatment
7. Delivery and Risk: Specifies delivery obligations, transfer of risk, and acceptance procedures
8. Title and Security Interests: Addresses transfer of title and any retention of title arrangements
9. Warranties and Representations: Sets out the warranties given by each party regarding their capacity and the goods/services
10. Compliance and Quality Requirements: Establishes quality standards, compliance requirements, and inspection rights
11. Term and Termination: Specifies the duration of the agreement and grounds for termination
12. Liability and Indemnities: Addresses risk allocation between parties and limitation of liability
13. Dispute Resolution: Establishes procedures for resolving disputes
14. Confidentiality: Protects confidential information exchanged under the agreement
15. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and governing law
1. Minimum Purchase Commitments: Used when buyer commits to minimum purchase volumes or values
2. Exclusive Supply Arrangements: Included when parties agree to exclusive supply or purchase obligations
3. Performance Metrics: When specific KPIs or service levels need to be maintained
4. Insurance Requirements: Detailed insurance obligations when specific coverage is required
5. Intellectual Property Rights: When IP ownership or licensing is relevant to the supply relationship
6. Data Protection and Privacy: When personal data processing is involved in the relationship
7. Force Majeure: Detailed provisions for handling unforeseen events
8. Change Control: When formal processes for changes to specifications or terms are needed
9. Export/Import Controls: For international trade situations
10. Environmental Compliance: When environmental standards or sustainability requirements are important
1. Schedule 1 - Products and Specifications: Detailed list of products/services covered by the agreement and their specifications
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Order Form Template: Standard form for placing orders under the master agreement
5. Schedule 5 - Technical Requirements: Detailed technical specifications and requirements
6. Schedule 6 - Key Contacts: List of key personnel and their roles for both parties
7. Appendix A - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix B - Quality Control Procedures: Detailed quality control and testing procedures
9. Appendix C - Reporting Requirements: Templates and requirements for regular reporting
10. Appendix D - Business Continuity Plan: Procedures for ensuring continuity of supply
Manufacturing
Retail
Technology
Food and Beverage
Construction
Healthcare
Automotive
Energy
Telecommunications
Agriculture
Mining
Consumer Goods
Industrial Equipment
Chemical and Materials
Pharmaceuticals
Legal
Procurement
Finance
Operations
Supply Chain
Commercial
Risk and Compliance
Quality Assurance
Sales
Business Development
Contract Administration
Chief Procurement Officer
Commercial Director
Supply Chain Manager
Legal Counsel
Contract Manager
Procurement Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Sales Director
Business Development Manager
Category Manager
Vendor Relations Manager
Quality Assurance Manager
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