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Vendor Supplier Agreement
"I need a Vendor Supplier Agreement under Irish law for a software development company providing IT services to financial institutions, with strong data protection provisions and service level requirements to be implemented by March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Scope of Supply: Details of goods and/or services to be provided
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders
7. Delivery and Acceptance: Terms relating to delivery, inspection, and acceptance of goods/services
8. Price and Payment: Pricing, payment terms, invoicing requirements, and VAT provisions
9. Supplier Obligations: Key responsibilities and warranties of the supplier
10. Customer Obligations: Key responsibilities of the customer
11. Quality Standards: Required quality standards and specifications
12. Compliance with Laws: Obligations regarding legal and regulatory compliance
13. Data Protection: GDPR compliance and data handling requirements
14. Intellectual Property: IP ownership, licenses, and protection
15. Confidentiality: Protection of confidential information
16. Liability and Indemnification: Limitations of liability and indemnification provisions
17. Insurance: Required insurance coverage
18. Termination: Termination rights and procedures
19. Force Majeure: Provisions for unforeseen circumstances
20. General Provisions: Standard boilerplate clauses including governing law
1. Change Control: Procedures for managing changes to goods/services - include when the supply relationship is likely to evolve
2. Service Levels: Specific performance metrics and remedies - include for service-heavy agreements
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical suppliers
4. Staff and Key Personnel: Requirements for supplier personnel - include when specific expertise or security clearance is required
5. Anti-Bribery and Modern Slavery: Additional compliance requirements - include for international suppliers or high-risk sectors
6. Environmental Compliance: Environmental standards and requirements - include for environmentally sensitive supplies
7. Transition and Exit: Detailed exit management provisions - include for complex or critical supply relationships
8. Audit Rights: Customer audit provisions - include for regulated industries or critical suppliers
9. Parent Company Guarantee: Additional financial security - include when supplier's financial strength is a concern
1. Schedule 1 - Goods and Services Specification: Detailed technical and operational specifications
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methodology
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms
5. Schedule 5 - Form of Purchase Order: Standard form for ordering goods/services
6. Schedule 6 - Key Personnel: Details of important supplier staff members
7. Schedule 7 - Approved Subcontractors: List of permitted subcontractors
8. Schedule 8 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
9. Schedule 9 - Exit Plan: Detailed transition out provisions
10. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Construction
Financial Services
Telecommunications
Food and Beverage
Logistics and Supply Chain
Energy
Pharmaceuticals
Legal
Procurement
Finance
Operations
Supply Chain
Risk and Compliance
Commercial
Vendor Management
Business Development
Quality Assurance
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Vendor Manager
Purchasing Officer
Risk Manager
Compliance Officer
Business Development Manager
Category Manager
Sourcing Specialist
General Counsel
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