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Master Framework Agreement
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and general business relationship
3. Definitions and Interpretation: Key terms, interpretation rules, and hierarchy of documents
4. Structure and Scope: Framework mechanics, relationship with subsequent agreements, ordering process
5. Term and Termination: Duration, renewal provisions, termination rights and consequences
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Prices and Payment: Pricing principles, payment terms, invoicing requirements, and price adjustment mechanisms
8. Performance Standards: General quality requirements and service levels applicable to all orders
9. Compliance and Audit Rights: Regulatory compliance requirements and audit provisions
10. Intellectual Property Rights: IP ownership, licenses, and protection measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification obligations
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Choice of Danish law and dispute resolution procedures
15. General Provisions: Standard boilerplate clauses including assignment, notices, and amendments
1. Data Protection: Required if personal data processing is involved, detailing GDPR compliance requirements
2. Insurance: Include if specific insurance requirements are needed based on services/goods
3. Environmental Requirements: Include for agreements involving environmental impacts or sustainability commitments
4. Personnel and Subcontractors: Required if services involve key personnel or subcontractor usage
5. Security Requirements: Include if dealing with sensitive information or systems access
6. Business Continuity: Required for critical services or high-value relationships
7. Corporate Social Responsibility: Include if parties have specific CSR requirements or commitments
8. Export Control: Required if goods/services may be subject to export restrictions
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and calculation methodologies
2. Schedule 2 - Service/Product Specifications: General specifications applicable to all orders
3. Schedule 3 - Service Levels: Detailed performance metrics and measurement procedures
4. Schedule 4 - Order Template: Standard form for placing orders under the framework
5. Schedule 5 - Key Personnel: If applicable, details of key personnel and roles
6. Schedule 6 - Approved Subcontractors: If applicable, list of pre-approved subcontractors
7. Schedule 7 - Data Processing Agreement: Required if personal data processing is involved
8. Schedule 8 - Security Requirements: Detailed security protocols and requirements
9. Appendix A - Contact Details: Key contacts and notice details for both parties
10. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage levels
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