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1. Parties: Identifies and provides full details of all parties entering into the joint purchase agreement
2. Background: Sets out the context and purpose of the joint purchase arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Joint Purchase: Describes the goods or services to be purchased jointly and the general framework of cooperation
5. Purchase Committee: Establishes the committee structure for making joint purchase decisions and its governance
6. Contribution and Cost Sharing: Details how costs will be shared among parties and the mechanism for contributions
7. Ordering Process: Outlines the procedures for placing orders and managing the purchase process
8. Payment Terms: Specifies payment obligations, timing, and methods
9. Liability and Indemnification: Addresses shared risks and responsibilities between parties
10. Term and Termination: Specifies the duration of the agreement and conditions for termination
11. Confidentiality: Protects sensitive information shared during the joint purchase process
12. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Exclusivity: Include when parties agree not to make similar arrangements with others
2. Storage and Logistics: Include when joint storage or distribution arrangements are needed
3. Quality Control: Include when specific quality standards need to be maintained
4. Insurance Requirements: Include when specific insurance coverage is needed for the purchased items
5. Intellectual Property Rights: Include when purchases involve licensed products or IP rights
6. Force Majeure: Include when specific provisions for unforeseen events are needed
7. Anti-Corruption Compliance: Include when dealing with government contracts or high-risk sectors
8. Environmental Compliance: Include when purchases involve environmental considerations
1. Schedule A - Product Specifications: Detailed specifications of goods to be purchased
2. Schedule B - Pricing Framework: Agreed pricing structures and volume discounts
3. Schedule C - Contribution Ratios: Detailed breakdown of each party's contribution percentages
4. Schedule D - Approved Suppliers: List of pre-approved suppliers and their terms
5. Schedule E - Operating Procedures: Detailed procedures for day-to-day operations
6. Appendix 1 - Purchase Committee Charter: Detailed rules governing the Purchase Committee
7. Appendix 2 - Order Forms: Standard forms for placing orders
8. Appendix 3 - Contact Details: Key contact persons for each party and their details
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