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Standard Supplier Agreement
"I need a Standard Supplier Agreement for my technology company based in Sydney, Australia, to engage software development contractors, with strong IP protection clauses and data security requirements as we handle sensitive customer information."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general commercial intent
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Term and Renewal: Duration of the agreement and renewal provisions
5. Supply Obligations: Core obligations of the supplier regarding goods/services provision
6. Customer Obligations: Core obligations of the customer including access, information and cooperation
7. Ordering Process: Procedures for placing and accepting orders
8. Pricing and Payment: Pricing structure, payment terms, invoicing requirements
9. Delivery and Acceptance: Delivery terms, timeframes, and acceptance procedures
10. Quality and Performance Standards: Required quality standards and key performance indicators
11. Warranties: Supplier warranties regarding goods/services and general warranties
12. Insurance: Required insurance coverage and minimum amounts
13. Intellectual Property: IP ownership, licenses and protection
14. Confidentiality: Protection of confidential information
15. Liability and Indemnities: Limitation of liability and indemnification obligations
16. Termination: Termination rights and procedures
17. Dispute Resolution: Process for resolving disputes
18. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Business Continuity: Required for critical supply arrangements or high-value contracts where service continuity is essential
2. Data Protection and Privacy: Required when personal or sensitive data is handled as part of the supply arrangement
3. Security Requirements: Include when supplier requires access to customer systems or handles sensitive information
4. Modern Slavery Compliance: Required for larger contracts or when dealing with high-risk industries or jurisdictions
5. Environmental Compliance: Include for supplies with environmental impacts or when customer has specific sustainability requirements
6. Anti-Bribery and Corruption: Important for international suppliers or high-risk jurisdictions
7. Change Control: Required for complex or long-term arrangements where changes may be needed
8. Service Credits: Include when specific service levels are critical and financial consequences for breach are desired
9. Transition and Exit: Important for complex services or when transition to alternative suppliers may be needed
1. Schedule 1 - Goods and Services Specification: Detailed description of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement methods
4. Schedule 4 - Key Personnel: Details of key supplier staff and roles (if applicable)
5. Schedule 5 - Form of Purchase Order: Standard form for ordering goods/services
6. Schedule 6 - Insurance Requirements: Detailed insurance requirements and minimum coverage
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors (if applicable)
8. Schedule 8 - Change Request Form: Standard form for requesting and documenting changes
9. Appendix A - Customer Policies: Relevant customer policies supplier must comply with
10. Appendix B - Testing and Acceptance Procedures: Detailed procedures for acceptance testing
Authors
Manufacturing
Technology
Retail
Professional Services
Construction
Healthcare
Education
Financial Services
Telecommunications
Energy
Mining
Agriculture
Transport and Logistics
Hospitality
Media and Entertainment
Procurement
Legal
Finance
Operations
Supply Chain
Risk and Compliance
Commercial
Project Management
Vendor Management
Contract Administration
Procurement Manager
Commercial Manager
Contract Manager
Legal Counsel
Supply Chain Manager
Operations Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Category Manager
Vendor Manager
Business Development Manager
Project Manager
General Counsel
Chief Operating Officer
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