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Master Contract
"I need a Master Contract under Swiss law for a software development company providing services to multiple EU clients, with strong IP protection clauses and data privacy provisions, to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the master contract
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Scope of Agreement: Overall framework and nature of the business relationship, including hierarchy of documents
5. Structure of Individual Agreements: Process and requirements for forming individual agreements under the master contract
6. Term and Termination: Duration of the master agreement, renewal provisions, and termination rights
7. General Obligations: Core duties and responsibilities of each party under the framework
8. Pricing and Payment Terms: General principles for pricing and payment applicable to all individual agreements
9. Confidentiality: Protection and handling of confidential information exchanged under the agreement
10. Intellectual Property: Ownership and usage rights of IP in the context of the relationship
11. Liability and Indemnification: Allocation of risks and responsibilities between parties
12. Force Majeure: Provisions for handling unforeseen circumstances and their impact
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Data Protection: Required when personal data processing is involved, ensuring compliance with Swiss Data Protection Act
2. Compliance: Include when specific regulatory compliance obligations need to be addressed
3. Insurance: Required when specific insurance coverage needs to be maintained by either party
4. Parent Company Guarantee: Include when financial security from a parent company is required
5. Service Levels: Include when the relationship involves ongoing service provision with performance metrics
6. Security Requirements: Required when dealing with sensitive information or systems access
7. Change Control: Include when formal processes for changes to services or deliverables are needed
8. Personnel: Required when specific staffing requirements or qualifications need to be maintained
1. Schedule 1 - Pricing Framework: Detailed pricing structure, including rate cards and calculation methodologies
2. Schedule 2 - Service/Product Specifications: Template for detailed specifications of services or products to be provided
3. Schedule 3 - Form of Individual Agreement: Template for individual agreements to be executed under the master contract
4. Schedule 4 - Key Personnel: List of key contacts and responsible personnel from each party
5. Schedule 5 - Technical Requirements: Specific technical standards or requirements applicable to all individual agreements
6. Schedule 6 - Governance Structure: Details of management structure, meeting schedules, and escalation procedures
7. Appendix A - Data Processing Terms: Detailed terms for handling personal data, if applicable
8. Appendix B - Security Standards: Specific security requirements and standards to be maintained
Authors
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Telecommunications
Retail
Construction
Energy
Transportation and Logistics
Life Sciences
Consumer Goods
Legal
Procurement
Commercial
Operations
Risk and Compliance
Finance
Business Development
Contract Management
Corporate Affairs
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
General Counsel
Head of Commercial
Chief Financial Officer
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