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Master Fee Agreement for Canada

Master Fee Agreement Template for Canada

A Master Fee Agreement is a comprehensive commercial contract governed by Canadian law that establishes the framework for fees, charges, and payment terms between parties in an ongoing business relationship. The agreement sets out the fundamental principles for calculating fees, invoicing procedures, payment terms, and related operational processes. It typically includes detailed schedules for specific fee structures while maintaining flexibility for future modifications. The document incorporates relevant Canadian federal and provincial legal requirements, including those related to interest charges, GST/HST considerations, and electronic commerce regulations.

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What is a Master Fee Agreement?

The Master Fee Agreement serves as the primary contractual framework for establishing and managing fee arrangements between service providers and their clients in Canada. This document is essential when parties require a structured approach to recurring fees, charges, and payment processes in their business relationship. The agreement typically includes comprehensive fee calculation methodologies, payment terms, invoicing requirements, and related operational procedures. It's designed to comply with Canadian federal and provincial legislation, including the Interest Act, Goods and Services Tax Act, and relevant provincial commercial laws. The Master Fee Agreement is particularly valuable for long-term business relationships where service fees may vary over time or where multiple services are provided under a single framework.

What sections should be included in a Master Fee Agreement?

1. Parties: Identification of the contracting parties including full legal names and addresses

2. Background: Context of the agreement and business relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services: Overview of services covered by the fee arrangement

5. Fee Structure: Core principles and methodologies for fee calculation

6. Payment Terms: Payment timing, methods, and currencies

7. Invoicing Requirements: Invoice format, content, and submission procedures

8. Term and Termination: Duration of agreement and termination provisions

9. Confidentiality: Protection of confidential information and trade secrets

10. Representations and Warranties: Standard commercial warranties and representations

11. Limitation of Liability: Limitations on liability and indemnification provisions

12. Dispute Resolution: Procedures for resolving disputes

13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Master Fee Agreement?

1. Service Level Requirements: Include when specific performance metrics need to be maintained

2. Currency Exchange: Include for cross-border transactions with multiple currencies

3. Audit Rights: Include when one party requires rights to audit fee calculations or service delivery

4. Force Majeure: Include when services may be impacted by events beyond parties' control

5. Insurance Requirements: Include when specific insurance coverage is required

6. Data Protection: Include when personal or sensitive data is processed

7. Intellectual Property: Include when IP rights need to be addressed in service delivery

8. Change Control: Include when fee structures or services may need formal change processes

What schedules should be included in a Master Fee Agreement?

1. Schedule A - Fee Schedule: Detailed breakdown of all fees, rates, and charges

2. Schedule B - Service Specifications: Detailed description of services covered by the agreement

3. Schedule C - Service Levels: Performance metrics and service level requirements

4. Schedule D - Authorized Representatives: List of key contacts and authorized signatories

5. Schedule E - Invoice Format: Template and requirements for invoice submission

6. Schedule F - Reporting Requirements: Ƶ and timing for required reports

7. Appendix 1 - Calculation Methodologies: Detailed explanation of fee calculation methods

8. Appendix 2 - Escalation Procedures: Process for dispute escalation and resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use

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