Frame Agreements serve as master contracts that establish the foundational terms and conditions for future business transactions between parties under Irish law. These agreements are particularly valuable when parties anticipate an ongoing commercial relationship with multiple transactions over time, as they eliminate the need to negotiate basic terms for each individual transaction. The Frame Agreement structure is commonly used in both domestic Irish business dealings and international transactions where Irish law is chosen as the governing law. It typically includes comprehensive provisions covering ordering mechanisms, pricing principles, service level requirements, risk allocation, and compliance with both Irish domestic law and EU regulations. This document type is especially useful for businesses engaging in regular supply arrangements, service provisions, or complex commercial relationships requiring a stable legal framework while maintaining flexibility for specific transaction details.
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1. Parties: Identification of the contracting parties, including registered addresses and company numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Agreement: Overall purpose and scope of the frame agreement, including its relationship to future individual contracts
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Ordering Process: Procedures for placing and accepting orders under the frame agreement
7. Prices and Payment: Pricing principles, payment terms, and invoicing procedures
8. Service Levels: Basic quality standards and performance requirements
9. Warranties and Representations: Standard warranties regarding capacity, authority, and quality
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Force Majeure: Provisions for handling events beyond parties' reasonable control
13. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Data Protection: Required if personal data will be processed under the agreement, ensuring GDPR compliance
2. Intellectual Property Rights: Needed if IP will be created, licensed, or transferred under the agreement
3. Insurance: Include when specific insurance requirements are necessary for the services/goods
4. Change Control: Required for complex agreements where formal processes for changes are needed
5. Anti-Corruption and Ethics: Important for international dealings or public sector contracts
6. Environmental Compliance: Relevant for agreements involving manufacturing or environmental impacts
7. Staff and Subcontracting: Include when services involve personnel or potential subcontracting
8. Security Requirements: Necessary when dealing with sensitive information or systems access
1. Schedule 1 - Products/Services Description: Detailed description of products or services covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or pricing mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level agreements and performance metrics
4. Schedule 4 - Technical Specifications: Technical requirements and specifications for products or services
5. Schedule 5 - Order Template: Standard form for placing orders under the agreement
6. Schedule 6 - Key Personnel: List of key contacts and responsible personnel from both parties
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms if applicable
8. Schedule 8 - Business Continuity Plan: Procedures for ensuring service continuity
9. Appendix A - Change Request Form: Template for requesting and documenting changes to the agreement
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Manufacturing
Professional Services
Healthcare
Telecommunications
Financial Services
Retail
Construction
Energy
Transportation and Logistics
Pharmaceuticals
Consumer Goods
Relevant Teams
Legal
Procurement
Commercial
Sales
Compliance
Finance
Operations
Supply Chain
Business Development
Risk Management
Contract Administration
Relevant Roles
Chief Legal Officer
Head of Procurement
Commercial Director
Contract Manager
Legal Counsel
Procurement Manager
Sales Director
Business Development Manager
Compliance Officer
Risk Manager
Operations Director
Supply Chain Manager
Account Manager
Chief Financial Officer
General Counsel
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