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Master Relationship Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Relationship Agreement

"I need a Master Relationship Agreement to establish a long-term IT services partnership with a cloud solutions provider, including data protection provisions and the ability to add multiple statements of work for different projects starting from January 2025."

Document background
The Master Relationship Agreement is designed for situations where parties anticipate multiple transactions or ongoing business relationships requiring a consistent legal framework. This document, governed by English and Welsh law, provides the foundational terms that will apply across all subsequent agreements, reducing negotiation time and ensuring consistency. It typically covers essential aspects such as liability caps, intellectual property rights, confidentiality obligations, and dispute resolution procedures, while allowing flexibility for specific terms in individual statements of work or service agreements.
Suggested Sections

1. 1. Parties: Detailed identification of all contracting parties including registered addresses and company numbers

2. 2. Background: Context and purpose of the agreement, including any relevant business relationship history

3. 3. Definitions: Defined terms used throughout the agreement and their specific meanings

4. 4. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

5. 5. General Obligations: Core responsibilities and commitments of each party under the agreement

6. 6. Payment Terms: Financial arrangements, payment conditions, invoicing and payment timelines

7. 7. Confidentiality: Provisions for protecting confidential information and trade secrets

8. 8. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions

Optional Sections

1. Data Protection: Comprehensive data protection and privacy provisions, including GDPR compliance requirements

2. Intellectual Property: IP ownership, licensing terms, and protection of existing and newly created IP

3. Change Control: Procedures for managing and implementing changes to the agreement or services

4. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control

Suggested Schedules

1. Schedule 1 - Services: Detailed specification of services, deliverables, and scope of work

2. Schedule 2 - Charges: Comprehensive pricing structure, rates, and payment terms

3. Schedule 3 - Service Levels: Performance metrics, service level agreements, and related remedies

4. Schedule 4 - Data Processing: Specific data processing obligations, security measures, and compliance requirements

5. Schedule 5 - Change Control Procedure: Detailed procedures for requesting, assessing, and implementing changes

Authors

Alex Denne

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how third parties may enforce terms of a contract, crucial for master agreements involving multiple parties or beneficiaries

Consumer Rights Act 2015: Fundamental legislation protecting consumer rights if the agreement involves B2C relationships

Unfair Contract Terms Act 1977: Controls unfair terms in contracts, particularly exclusion and limitation clauses

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving the supply of goods and services

UK GDPR: Post-Brexit data protection regulation governing how personal data must be handled and processed

Data Protection Act 2018: The UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Specific rules for electronic communications, relevant for digital aspects of the relationship

Commercial Agents Regulations 1993: Regulates relationships between principals and commercial agents, if applicable to the agreement

Late Payment of Commercial Debts Act 1998: Governs interest on late payments in commercial transactions

Employment Rights Act 1996: Key employment legislation if the agreement involves employment or worker relationships

Equality Act 2010: Ensures non-discrimination and equal treatment in contractual relationships

Copyright, Designs and Patents Act 1988: Protects intellectual property rights, crucial for IP provisions in the agreement

Trade Marks Act 1994: Governs trademark protection and usage in commercial relationships

Competition Act 1998: Ensures agreement terms don't violate competition law or create monopolistic practices

Enterprise Act 2002: Additional competition law considerations and market regulation

Financial Services and Markets Act 2000: Regulatory framework for financial services if the agreement involves regulated financial activities

Civil Procedure Rules: Governs court procedures relevant to dispute resolution clauses

Arbitration Act 1996: Framework for arbitration proceedings if included as dispute resolution mechanism

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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