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Vendor Master Agreement
"I need a Vendor Master Agreement under Swiss law for a technology company engaging multiple software development contractors, with strong IP protection and data security provisions, to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Framework terms for the vendor relationship and application to future transactions
5. Ordering Process: Procedures for placing and accepting orders under the agreement
6. Delivery and Performance: Terms governing the delivery of goods or performance of services
7. Quality Standards: Required quality levels and standards for goods or services
8. Pricing and Payment: Payment terms, invoicing procedures, and price adjustment mechanisms
9. Warranties and Representations: Standard warranties regarding capacity, authority, and quality
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Insurance: Required insurance coverage and minimum limits
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: Compliance with Swiss FDPA and data handling requirements
14. Term and Termination: Duration of agreement and termination rights
15. Force Majeure: Provisions for unforeseen circumstances affecting performance
16. Governing Law and Jurisdiction: Swiss law application and dispute resolution procedures
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when dealing with technology, software, or creative services
2. Service Levels: Needed for ongoing service provisions with specific performance metrics
3. Compliance with Laws: Enhanced section for regulated industries or cross-border transactions
4. Environmental Requirements: Important for manufacturing or environmentally sensitive industries
5. Security Requirements: Necessary for vendors with access to systems or sensitive information
6. Business Continuity: Important for critical suppliers or service providers
7. Personnel Requirements: Relevant when vendor staff will work on-site or with client systems
8. Export Control: Required for international trade or controlled goods
9. Anti-Corruption: Enhanced provisions for international business or public sector contracts
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and payment terms
2. Schedule 2 - Service Specifications: Detailed description of services or goods to be provided
3. Schedule 3 - Service Levels and KPIs: Performance metrics and measurement criteria
4. Schedule 4 - Form of Purchase Order: Template for individual orders under the agreement
5. Schedule 5 - Technical Requirements: Specific technical standards and requirements
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Schedule 7 - Data Processing Agreement: Detailed data protection and processing requirements
8. Schedule 8 - Business Continuity Requirements: Specific procedures for ensuring business continuity
9. Appendix A - Contact Details: Key contacts and escalation procedures
10. Appendix B - Required Insurance Coverage: Detailed insurance requirements and minimum coverage levels
Authors
Manufacturing
Technology
Retail
Financial Services
Healthcare
Telecommunications
Professional Services
Construction
Energy
Logistics
Pharmaceutical
Consumer Goods
Industrial Equipment
Software Development
Consulting Services
Procurement
Legal
Finance
Operations
Supply Chain
Vendor Management
Risk & Compliance
Commercial
Strategic Sourcing
Contract Management
Chief Procurement Officer
Procurement Manager
Supply Chain Director
Legal Counsel
Contract Manager
Vendor Relations Manager
Chief Financial Officer
Operations Director
Commercial Director
Risk Manager
Compliance Officer
Category Manager
Sourcing Manager
General Counsel
Business Unit Director
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