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Enterprise Framework Agreement
"I need an Enterprise Framework Agreement for a technology services arrangement with multiple suppliers in the Philippines, where we require flexibility to order various IT services and hardware on an as-needed basis starting March 2025, with strong data protection provisions."
1. Parties: Identification of the contracting parties, including registered addresses and company details
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Defined terms used throughout the agreement and its schedules
4. Framework Structure: Overview of how the framework operates, including call-off procedures and order mechanisms
5. Term and Termination: Duration of the framework agreement and termination provisions
6. Ordering Process: Procedures for placing, accepting, and fulfilling orders under the framework
7. Prices and Payment: Pricing mechanisms, payment terms, and invoicing procedures
8. Performance Standards: Required service levels and quality standards
9. Data Protection: Obligations regarding data privacy and security under Philippine law
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: IP rights, licenses, and protections
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Provisions for unforeseen circumstances and their handling
14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Insurance: Insurance requirements - include when physical goods or on-site services are involved
2. Business Continuity: Business continuity and disaster recovery provisions - include for critical services
3. Security Requirements: Specific security protocols - include when handling sensitive data or systems
4. Environmental Compliance: Environmental standards and compliance - include for manufacturing or waste-producing services
5. Staff and Subcontracting: Requirements for personnel and subcontractors - include when service delivery involves key personnel
6. Change Control: Formal process for changes - include for complex technical services
7. Anti-Corruption: Anti-bribery and corruption provisions - include for high-value contracts or government-related work
8. Import/Export: Import/export compliance - include for international goods movement
1. Schedule 1 - Services/Goods Description: Detailed description of services or goods covered under the framework
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Schedule 3 - Service Levels: Specific service level agreements and performance metrics
4. Schedule 4 - Order Form Template: Standard template for placing orders under the framework
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Schedule 6 - Key Personnel: Details of key personnel and their roles if applicable
7. Schedule 7 - Data Processing Agreement: Specific terms for data processing compliance
8. Appendix A - Contact Details: Key contacts for both parties for various purposes
9. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Information Technology
Manufacturing
Telecommunications
Professional Services
Financial Services
Healthcare
Retail
Logistics and Supply Chain
Business Process Outsourcing
Construction and Infrastructure
Energy and Utilities
Legal
Procurement
Finance
Operations
Compliance
Risk Management
Supply Chain
Vendor Management
Commercial
Strategic Sourcing
Chief Procurement Officer
Head of Legal
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Supply Chain Manager
Vendor Management Lead
Chief Financial Officer
Operations Director
Risk Manager
Compliance Officer
Strategic Sourcing Manager
Category Manager
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