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Master Relationship Agreement
"I need a Master Relationship Agreement under Indonesian law for a multinational technology company providing cloud services to an Indonesian state-owned enterprise, with specific emphasis on data protection, security requirements, and regulatory compliance for critical infrastructure, to be effective from March 2025."
1. Parties: Identification of the contracting parties with full legal names and details
2. Background: Context of the relationship and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Scope of Relationship: Overview of the business relationship and its boundaries
5. Term and Renewal: Duration of the agreement and renewal mechanisms
6. Framework for Service Orders/Statements of Work: Process for creating and managing specific service arrangements
7. Pricing and Payment Terms: General principles for pricing and payment mechanisms
8. Governance and Relationship Management: Management structure, meetings, and escalation procedures
9. Confidentiality: Protection and handling of confidential information
10. Intellectual Property Rights: Ownership and licensing of IP
11. Representations and Warranties: Basic promises and assurances by each party
12. Indemnification: Protection against third-party claims and other losses
13. Limitation of Liability: Caps and exclusions on liability
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Termination: Grounds and process for ending the agreement
16. Consequences of Termination: Rights, obligations, and procedures following termination
17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
18. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Compliance with Laws: Detailed compliance obligations - include when parties operate in regulated industries or handle sensitive data
2. Data Protection and Privacy: Detailed data handling requirements - include when personal data processing is involved
3. Insurance: Insurance requirements - include for high-risk activities or when required by industry standards
4. Business Continuity: Disaster recovery and business continuity requirements - include for critical services or infrastructure
5. Anti-Corruption and Ethics: Detailed anti-corruption provisions - include when dealing with government entities or high-risk jurisdictions
6. Environmental and Social Responsibility: ESG requirements - include when relevant to industry or corporate policies
7. Security Requirements: Physical and IT security requirements - include when handling sensitive information or assets
8. Import/Export Control: Trade compliance provisions - include for international transactions
9. Parent Company Guarantee: Parent company support provisions - include when subsidiary's covenant strength is insufficient
1. Schedule 1 - Service Categories: List and description of potential services to be provided under the agreement
2. Schedule 2 - Pricing Framework: Detailed pricing mechanisms, rate cards, and commercial models
3. Schedule 3 - Service Levels: Standard service levels and performance metrics
4. Schedule 4 - Governance Procedures: Detailed procedures for relationship management and governance
5. Schedule 5 - Form of Service Order/Statement of Work: Template for specific service arrangements
6. Schedule 6 - Technical Standards: Technical and operational requirements
7. Schedule 7 - Key Personnel: List of key contacts and roles from both parties
8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors if relevant
9. Schedule 9 - Change Control Procedure: Process for managing changes to services or agreement terms
10. Schedule 10 - Exit Management: Detailed termination and transition assistance procedures
Authors
Technology and Telecommunications
Manufacturing
Financial Services
Energy and Resources
Healthcare and Pharmaceuticals
Retail and Consumer Goods
Professional Services
Infrastructure and Construction
Logistics and Transportation
Agriculture and Food Production
Legal
Procurement
Finance
Commercial
Business Development
Risk and Compliance
Operations
Corporate Affairs
Strategy
Internal Audit
Chief Executive Officer
Chief Legal Officer
General Counsel
Head of Legal
Commercial Director
Chief Financial Officer
Procurement Director
Contract Manager
Legal Counsel
Business Development Director
Chief Operating Officer
Risk Manager
Compliance Officer
Strategic Partnerships Manager
Corporate Secretary
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