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1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Supply: Details the products/services to be supplied and delivery terms
5. Quality Standards: Specifies required quality standards, certifications, and inspection rights
6. Ordering Process: Outlines the procedure for placing and accepting orders
7. Delivery Terms: Specifies delivery timeframes, locations, and logistics requirements
8. Pricing and Payment: Details pricing structure, payment terms, invoicing process, and any applicable taxes
9. Term and Termination: Specifies agreement duration and conditions for termination
10. Warranties and Representations: Sets out warranties regarding products/services and legal compliance
11. Intellectual Property Rights: Addresses ownership and usage rights of intellectual property
12. Confidentiality: Defines confidential information and protection obligations
13. Liability and Indemnification: Establishes liability limits and indemnification obligations
14. Force Majeure: Addresses circumstances beyond parties' control affecting performance
15. Governing Law and Dispute Resolution: Specifies applicable law and dispute resolution mechanisms
16. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Required when specific insurance coverage needs to be maintained by the supplier
2. Performance Metrics: Include when specific KPIs or service levels need to be measured and maintained
3. Environmental Compliance: Required when supplies involve environmental considerations or hazardous materials
4. Data Protection: Include when personal data processing is involved in the supply relationship
5. Export Control: Required for international supply relationships or controlled goods
6. Anti-Corruption Compliance: Include for high-value contracts or when dealing with government entities
7. Business Continuity: Important for critical supplies or services
8. Subcontracting: Include when supplier may need to subcontract certain obligations
9. Training and Support: Required when supplier must provide training or ongoing support
1. Schedule 1 - Products/Services Specification: Detailed technical specifications of products or services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels: Detailed performance metrics and service level requirements
4. Schedule 4 - Delivery Locations: List of approved delivery locations and specific requirements for each
5. Schedule 5 - Key Contacts: Contact details for key personnel from both parties
6. Schedule 6 - Quality Standards and Procedures: Detailed quality requirements and testing procedures
7. Schedule 7 - Form of Purchase Order: Standard form for placing orders under the agreement
8. Appendix A - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
9. Appendix B - Compliance Certificates: Required regulatory or quality certifications
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