¶¶Òõ¶ÌÊÓƵ

The Overagreement serves as a master framework agreement designed for complex business relationships where multiple future agreements or transactions are anticipated. It is particularly useful when parties expect to enter into various subsidiary agreements over time and want to establish consistent terms and governance structures. This document, governed by Irish law and compliant with EU regulations, streamlines future contracting by pre-establishing key terms, reducing negotiation time and ensuring consistency across all subsidiary agreements. The Overagreement includes comprehensive provisions for data protection, intellectual property, confidentiality, and dispute resolution, while maintaining flexibility to accommodate specific requirements in subsidiary agreements. It is commonly used in long-term business relationships, strategic partnerships, and complex service arrangements where multiple workstreams or projects are expected.

1. Parties: Identification of all parties to the agreement, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of establishing the master agreement framework

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including terms that may be relevant for future subsidiary agreements

4. Structure and Hierarchy: Explanation of how the overagreement relates to subsidiary agreements and its precedence in case of conflicts

5. Scope of Agreement: Overview of activities and transactions covered by the master agreement

6. Process for Subsidiary Agreements: Procedures and requirements for entering into subsidiary agreements under this framework

7. General Terms and Conditions: Standard terms that will apply to all subsidiary agreements

8. Pricing and Payment Terms: Framework for determining pricing and payment terms in subsidiary agreements

9. Intellectual Property Rights: General provisions regarding IP ownership and licensing applicable across all subsidiary agreements

10. Confidentiality: Obligations regarding confidential information shared under the master agreement and any subsidiary agreements

11. Data Protection: GDPR compliance and general data protection obligations

12. Liability and Indemnification: General liability framework and indemnification provisions

13. Term and Termination: Duration of the master agreement and circumstances for termination

14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments