This General Agreement template is designed for use under Dutch law when parties need to establish a comprehensive framework for their business relationship. It serves as a foundational document that can be adapted for various commercial contexts, from service provision to complex business partnerships. The agreement incorporates essential elements required under Dutch law, including provisions from the Burgerlijk Wetboek (Dutch Civil Code) and relevant EU regulations. It is particularly useful when parties need a master agreement that can be supplemented with specific terms for individual transactions or services. The document includes mandatory provisions required by Dutch law, while offering flexibility through optional clauses and schedules that can be tailored to specific business needs. This type of agreement is commonly used in both domestic Dutch transactions and international business relationships where Dutch law has been chosen as the governing law.
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1. Parties: Identification and details of the contracting parties, including registration numbers and authorized representatives
2. Background: Context of the agreement, explaining the circumstances leading to the contract and the parties' intentions
3. Definitions: Defined terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Clear description of what is covered by the agreement and any territorial or temporal limitations
5. Rights and Obligations: Core obligations and rights of each party under the agreement
6. Duration and Termination: Term of the agreement, renewal provisions, and circumstances for termination
7. Financial Provisions: Payment terms, pricing, invoicing, and payment methods
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
10. Force Majeure: Circumstances excusing performance and procedures during force majeure events
11. Notices: How formal communications between parties should be made and delivered
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures
1. Data Protection: Required when personal data is processed, detailing GDPR compliance and data handling procedures
2. Intellectual Property: Needed when IP rights are involved, covering ownership, licenses, and usage rights
3. Insurance: Include when specific insurance coverage is required from either party
4. Non-Competition: Add when parties need to be restricted from competing activities
5. Assignment and Subcontracting: Include when transfer of rights or obligations needs to be regulated
6. Audit Rights: Required when one party needs to verify the other's compliance or financial records
7. Service Levels: Include when specific performance standards need to be maintained
8. Change Control: Add when formal procedures for changes to services or deliverables are needed
1. Schedule 1 - Services/Products Description: Detailed description of services or products covered by the agreement
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, payment schedules, and related financial terms
3. Schedule 3 - Service Levels and KPIs: Specific performance metrics and service level requirements
4. Schedule 4 - Contact Details: Key contacts and escalation procedures for both parties
5. Schedule 5 - Data Processing Agreement: Required under GDPR when personal data processing is involved
6. Appendix A - Technical Specifications: Technical requirements or specifications for products or services
7. Appendix B - Form of Notice: Standard templates for formal notices under the agreement
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Education
Construction
Energy
Transportation
Agriculture
Media and Entertainment
Telecommunications
Real Estate
Hospitality
Relevant Teams
Legal
Commercial
Procurement
Finance
Operations
Risk and Compliance
Sales
Business Development
Contract Management
Project Management
Relevant Roles
Legal Counsel
Contract Manager
Commercial Director
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Procurement Manager
Operations Director
Risk Manager
Compliance Officer
General Manager
Sales Director
Account Manager
Project Manager
Legal Operations Manager
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