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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship
3. Definitions and Interpretation: Key terms and rules for interpreting the agreement
4. Appointment and Scope: Formal appointment of vendor and general scope of services/goods
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Ordering Process: Procedures for placing and accepting orders
7. Pricing and Payment: Price structure, payment terms, and invoicing requirements
8. Delivery and Acceptance: Terms for delivery, inspection, and acceptance of goods/services
9. Vendor Obligations: Key responsibilities and performance requirements of the vendor
10. Customer Obligations: Key responsibilities of the customer
11. Quality and Standards: Required quality levels and performance standards
12. Warranties and Representations: Vendor's warranties regarding goods/services and general business warranties
13. Liability and Indemnities: Allocation of risks and responsibilities for losses
14. Insurance: Required insurance coverage and limits
15. Confidentiality: Protection of confidential information
16. Termination: Grounds and process for ending the agreement
17. Force Majeure: Handling of events beyond parties' reasonable control
18. Dispute Resolution: Process for resolving disputes
19. Governing Law and Jurisdiction: Applicable law and courts
1. Intellectual Property Rights: Used when the supply involves creation, licensing or transfer of IP
2. Data Protection: Required when personal data processing is involved
3. Compliance with Laws: Detailed section needed for heavily regulated industries
4. Security Requirements: Important for IT or sensitive operations contracts
5. Business Continuity: Critical for essential supply relationships
6. Environmental Compliance: Relevant for manufacturing or environmentally sensitive supplies
7. Anti-Bribery and Corruption: Detailed section for high-risk jurisdictions or industries
8. Change Control: Required for complex or long-term supply arrangements
9. Subcontracting: Needed when vendor may use subcontractors
10. Personnel and Key Personnel: Important for service-heavy contracts
1. Schedule 1 - Goods and Services Description: Detailed specifications of goods/services to be provided
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, rates, and payment mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement methods
4. Schedule 4 - Key Personnel: Details of key vendor staff assigned to the contract
5. Schedule 5 - Form of Purchase Order: Standard form for ordering under the agreement
6. Schedule 6 - Technical Requirements: Detailed technical specifications and standards
7. Schedule 7 - Locations: Delivery locations and facility specifications
8. Schedule 8 - Reports and Documentation: Required reporting formats and frequencies
9. Schedule 9 - Exit Plan: Procedures for contract termination and transition
10. Appendix A - Insurance Requirements: Detailed insurance coverage requirements
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