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Master Vendor Agreement
"I need a Master Vendor Agreement for a software development company based in Dublin providing services to our European subsidiaries, with specific focus on data protection and cross-border service delivery, to be implemented by March 2025."
1. Parties: Identification and details of the vendor and customer entities entering into the agreement
2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Appointment and Scope: Terms of vendor appointment and scope of services/products to be provided
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Ordering Process: Procedures for placing and accepting orders under the agreement
7. Pricing and Payment: Payment terms, pricing structure, invoicing procedures, and payment methods
8. Service Levels: Performance standards, metrics, and measurement methods
9. Vendor Obligations: Key responsibilities and commitments of the vendor
10. Customer Obligations: Key responsibilities and commitments of the customer
11. Intellectual Property Rights: Ownership and usage rights of IP, including pre-existing and newly created IP
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: GDPR compliance and data processing obligations
14. Liability and Indemnification: Limitation of liability and indemnification provisions
15. Insurance: Required insurance coverage and minimum limits
16. Force Majeure: Provisions for handling events beyond parties' reasonable control
17. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Change Control: Process for managing changes to services or agreement terms - include when services are complex or likely to evolve
2. Disaster Recovery: Business continuity and disaster recovery requirements - include for critical services or technology vendors
3. Compliance and Audit Rights: Regulatory compliance obligations and audit provisions - include for regulated industries or critical suppliers
4. Security Requirements: Specific security standards and protocols - include when handling sensitive data or systems
5. Environmental Requirements: Environmental standards and compliance - include for manufacturing or logistics vendors
6. Personnel Requirements: Specific staff qualifications or vetting requirements - include for services requiring specific expertise
7. Transition and Exit: Detailed exit management and transition provisions - include for complex or critical service arrangements
1. Services Description: Detailed description of services or products to be provided
2. Pricing Schedule: Detailed pricing, rate cards, and payment terms
3. Service Levels and KPIs: Detailed service level requirements and measurement criteria
4. Data Processing Agreement: GDPR-compliant data processing terms and requirements
5. Technical Requirements: Technical specifications and requirements
6. Approved Subcontractors: List of approved subcontractors and their roles
7. Form of Order: Template for placing orders under the agreement
8. Change Control Procedure: Detailed process for managing changes
9. Business Continuity Plan: Disaster recovery and business continuity requirements
Authors
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Retail
Telecommunications
Construction
Energy
Logistics
Consulting
Legal
Procurement
Finance
Operations
Risk & Compliance
Supply Chain
Commercial
Vendor Management Office
Information Technology
Information Security
Chief Procurement Officer
Procurement Manager
Legal Counsel
Commercial Director
Supply Chain Manager
Vendor Management Officer
Contract Manager
Chief Legal Officer
Risk Manager
Operations Director
Chief Financial Officer
Sourcing Manager
Category Manager
Commercial Manager
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