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Master Vendor Agreement
"I need a Master Vendor Agreement under Malaysian law for a technology company supplying software and maintenance services to multiple government agencies, with specific focus on data protection, security requirements, and comprehensive service level agreements 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
4. Appointment and Scope: Formal appointment of vendor and scope of services/goods
5. Term and Renewal: Duration of agreement and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders
7. Delivery and Acceptance: Requirements for delivery and acceptance of goods/services
8. Pricing and Payment: Payment terms, invoicing, and pricing mechanisms
9. Service Levels: Performance standards and measurement criteria
10. Vendor Obligations: Key responsibilities and commitments of the vendor
11. Customer Obligations: Key responsibilities and commitments of the customer
12. Compliance and Audit: Regulatory compliance requirements and audit rights
13. Intellectual Property: IP ownership, licenses, and protection
14. Confidentiality: Protection of confidential information
15. Data Protection: Compliance with PDPA and data handling requirements
16. Liability and Indemnities: Risk allocation between parties
17. Force Majeure: Provisions for unforeseen circumstances
18. Termination: Termination rights and consequences
19. Dispute Resolution: Process for resolving disputes
20. General Provisions: Standard boilerplate clauses
1. Insurance: Required when specific insurance coverage needs to be maintained by vendor
2. Security Requirements: Used when vendor requires access to customer systems or facilities
3. Business Continuity: Required for critical vendors or services
4. Environmental Compliance: Important for vendors supplying goods or services with environmental impact
5. Anti-Bribery and Corruption: Required for high-risk vendors or public sector contracts
6. Personnel and Key Personnel: Important when specific vendor staff are crucial to service delivery
7. Subcontracting: Required when vendor may need to engage subcontractors
8. Change Control: Important for long-term or complex service arrangements
9. Technology Standards: Required for technology-related goods or services
10. Export Control: Required for international vendors or controlled goods
1. Schedule 1 - Services/Goods Description: Detailed description of services or goods to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed service level requirements and measurement criteria
4. Schedule 4 - Governance and Reporting: Management structure, meetings, and reporting requirements
5. Schedule 5 - Technical Requirements: Technical specifications and standards
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Form of Purchase Order: Template for purchase orders under the agreement
8. Schedule 8 - Change Control Procedure: Detailed process for managing changes
9. Schedule 9 - Exit Plan: Requirements and procedures for contract termination
10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
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