Contract Framework Agreement

Contract Framework Agreement Template for England and Wales

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Key Requirements PROMPT example:

"I need a Contract Framework Agreement to establish a multi-year relationship with IT service providers, starting from January 2025, with specific provisions for data protection and quarterly performance reviews."

Document background

Contract Framework Agreements are essential tools for businesses engaging in repeated transactions or long-term commercial relationships. These agreements, governed by English and Welsh law, streamline procurement processes by establishing standard terms while maintaining flexibility for specific requirements. They are particularly valuable when organizations need to make multiple purchases over time without negotiating new terms for each transaction. The framework sets out key commercial and legal provisions, including pricing structures, service levels, and risk allocation, while enabling efficient execution of individual orders through call-off contracts.

Suggested Sections

1. Parties: Identifies and defines all parties to the agreement with full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the framework agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Framework Structure: Explains how the framework operates, including call-off procedures

5. Duration and Term: Specifies the initial term and any extension provisions

6. Ordering Process: Details the process for placing and accepting orders under the framework

7. Pricing and Payment: Sets out pricing structure, payment terms, and invoicing procedures

8. Obligations and Warranties: Lists core obligations of all parties and standard warranties

9. Termination: Specifies termination rights and procedures

10. Governing Law and Jurisdiction: Confirms applicable law and jurisdiction for disputes

Optional Sections

1. Service Levels: Defines performance standards and metrics for service delivery

2. Change Control: Procedure for making changes to the agreement or underlying services/goods

3. Data Protection: GDPR and data protection compliance requirements and procedures

4. Insurance: Specific insurance requirements and coverage obligations

5. Intellectual Property: IP rights, ownership, and licensing arrangements

Suggested Schedules

1. Services/Goods Schedule: Detailed description of services or goods covered under the framework

2. Pricing Schedule: Detailed pricing structure, rates, and any volume discounts

3. Service Levels Schedule: Detailed performance metrics, measurement methods, and reporting requirements

4. Form of Call-off Contract: Template contract for individual orders under the framework

5. Change Control Procedure: Detailed process for implementing changes to the agreement or services

6. Key Personnel Schedule: List of key staff, their roles, and replacement procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology
Professional Services
Manufacturing
Construction
Healthcare

Relevant Teams

Legal
Procurement
Operations
Finance
Compliance

Relevant Roles

Procurement Manager
Commercial Director
Legal Counsel
Operations Director
Supply Chain Manager

Industries

Common Law of Contract: Fundamental principles of contract law developed through case law, including offer, acceptance, consideration, intention to create legal relations, and certainty of terms

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract in certain circumstances, modifying the common law doctrine of privity of contract

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, making some terms automatically void and others subject to reasonableness tests

Consumer Rights Act 2015: Key legislation protecting consumer rights in contracts, including requirements for fair terms and transparency in consumer contracts

Commercial Agents Regulations 1993: Regulations implementing EU Directive on commercial agents, governing relationships between principals and commercial agents

Late Payment of Commercial Debts (Interest) Act 1998: Legislation providing for statutory interest on late payments in commercial transactions

Sale of Goods Act 1979: Core legislation governing contracts for the sale of goods, including implied terms and remedies

Supply of Goods and Services Act 1982: Legislation governing contracts for the supply of goods and services, including implied terms about quality and fitness for purpose

UK GDPR: Post-Brexit data protection regulation implementing European-style data protection requirements in UK law

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR to regulate personal data processing

Employment Rights Act 1996: Main legislation governing employment rights and responsibilities in the UK, relevant if framework involves employment or contractor relationships

Agency Workers Regulations 2010: Regulations ensuring equal treatment for agency workers compared to direct employees

Competition Act 1998: Primary UK competition law legislation prohibiting anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Legislation governing market investigations, mergers, and competition law enforcement

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Authors

Alex Denne

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