Frame Agreements under Dutch law serve as master agreements that establish the fundamental terms and conditions governing future business transactions between parties. These agreements are particularly useful 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 includes essential provisions required under Dutch law and EU regulations, covering aspects such as ordering procedures, pricing mechanisms, performance standards, and risk allocation. It provides flexibility while ensuring legal compliance and commercial certainty, making it an efficient tool for managing long-term business relationships. The document is designed to accommodate various types of goods or services while maintaining consistency with Dutch legal requirements and commercial practices.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and brief description of the parties' intention to establish a framework for future business
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Agreement: Description of the framework nature and general scope of future transactions
5. Term and Termination: Duration of the framework agreement and termination provisions
6. Ordering Process: Procedures for placing and accepting orders under the framework
7. Prices and Payment Terms: General pricing principles and payment conditions
8. Performance Standards: General quality and performance requirements
9. Warranties and Representations: Standard warranties and representations from both parties
10. Liability and Indemnification: Allocation of risks and liability limitations
11. Confidentiality: Protection of confidential information exchanged under the agreement
12. Force Majeure: Provisions for handling events beyond parties' control
13. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Intellectual Property Rights: Include when framework involves licensing, creation, or use of IP
2. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
3. Exclusivity: Include when parties agree to exclusive arrangements
4. Service Levels: Include for service-based framework agreements
5. Insurance Requirements: Include when specific insurance coverage is required
6. Compliance with Laws: Include when specific regulatory compliance is critical
7. Sustainability Requirements: Include when environmental or social responsibility commitments are relevant
8. Change Control: Include when framework requires formal process for changes
9. Audit Rights: Include when audit capabilities are required for compliance or performance monitoring
1. Schedule 1 - Pricing Schedule: Detailed pricing structure, rates, and any volume-based discounts
2. Schedule 2 - Service/Product Specifications: Detailed specifications of services or products covered
3. Schedule 3 - Key Performance Indicators: Specific performance metrics and measurement methods
4. Schedule 4 - Standard Order Form: Template for placing orders under the framework
5. Schedule 5 - Contact Details: Key contacts and escalation procedures
6. Appendix A - General Terms and Conditions: Standard terms applying to all transactions under the framework
7. Appendix B - Technical Requirements: Detailed technical specifications or requirements
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Manufacturing
Professional Services
Telecommunications
Healthcare
Financial Services
Retail
Energy
Construction
Logistics and Transportation
Pharmaceutical
Consumer Goods
Relevant Teams
Legal
Procurement
Commercial
Supply Chain
Operations
Vendor Management
Contract Management
Business Development
Strategic Sourcing
Risk Management
Relevant Roles
Procurement Manager
Legal Counsel
Commercial Director
Contract Manager
Supply Chain Manager
Business Development Manager
Chief Legal Officer
Purchasing Director
Vendor Manager
Operations Director
Commercial Manager
General Counsel
Strategic Sourcing Manager
Category Manager
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