The Enterprise Framework Agreement serves as a cornerstone document for organizations seeking to establish long-term commercial relationships with multiple potential transactions. It is particularly valuable when a customer anticipates regular procurement of goods or services from a supplier over an extended period. The agreement, governed by English and Welsh law, provides flexibility while maintaining consistent terms and conditions. It typically includes detailed provisions for ordering procedures, pricing mechanisms, service levels, and performance management, while ensuring compliance with relevant UK legislation. This type of agreement is especially useful for large organizations with complex procurement needs or when standardization of terms across multiple transactions is desired.
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1. 1. Parties: Identification and details of contracting parties
2. 2. Background: Context and purpose of the framework agreement
3. 3. Definitions and Interpretation: Key terms and their meanings within the agreement
4. 4. Framework Structure: Overview of how the framework operates including scope and operation
5. 5. Term and Duration: Period of agreement including extension options and renewal terms
6. 6. Ordering Process: Procedures for placing and accepting orders under the framework
7. 7. Charges and Payment: Pricing structure, payment terms, and invoicing requirements
8. 8. Warranties and Representations: Standard commercial warranties and representations from both parties
9. 9. Liability and Insurance: Risk allocation, limitation of liability, and insurance requirements
10. 10. Termination: Circumstances and process for ending the agreement, including consequences
1. TUPE Provisions: Required when staff transfers may occur between parties during framework operation
2. International Trade Terms: Specific provisions governing cross-border activities and international trade requirements
3. Framework Governance: Detailed management structure, escalation procedures, and decision-making processes for complex frameworks
4. Public Sector Specific Terms: Additional provisions required for public sector procurement compliance
5. Industry-Specific Regulations: Provisions addressing specific industry regulatory requirements
1. Schedule 1 - Services Description: Detailed specification of services covered under the framework
2. Schedule 2 - Charges: Detailed pricing structure, rate cards, and price adjustment mechanisms
3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and service credit regime
4. Schedule 4 - Form of Call-Off Contract: Template agreement for individual orders placed under the framework
5. Schedule 5 - Change Control Procedure: Process for managing changes to agreement terms and scope
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and obligations
7. Schedule 7 - Exit Management: Procedures and obligations for framework termination and transition
8. Schedule 8 - Key Personnel: Identification of key roles and individuals critical to framework delivery
9. Schedule 9 - Security Requirements: Security standards, policies and procedures to be followed
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