Framework Agreement
Framework Agreement
1. Introduction
This Framework Agreement ("Agreement") is entered into as of [Date], by and between [Supplier Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Supplier Address] (hereinafter referred to as the "Supplier"), and [Your Company Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business at [Your Company Address] (hereinafter referred to as the "Company").
Purpose
The purpose of this Agreement is to establish the terms and conditions under which the Supplier shall provide goods to the Company, on an ongoing basis, according to individual purchase orders issued by the Company.
Definitions
For this Agreement, the following terms shall have the meanings set forth below:
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"Goods" shall mean office supplies, including but not limited to paper products, writing instruments, and organizational tools, provided by the Supplier to the Company.
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"Purchase Order" shall mean a written order issued by the Company to the Supplier, specifying the quantity, description, and price of the Goods to be provided.
2. Key Terms Used in the Agreement
Throughout this Agreement, the following key terms shall have the meanings ascribed to them in this section, unless otherwise indicated.
3. Scope of Work
The Supplier shall provide the following Goods to the Company under the terms and conditions of this Agreement:
The Supplier agrees to supply the Company with office supplies, as specified in individual purchase orders issued by the Company.
4. Term
This Agreement shall commence on [Start Date] and shall continue in full force and effect until [End Date] unless earlier terminated under the terms herein.
5. Payment Terms
5.1 Pricing: The pricing for the Goods shall be as outlined in the applicable Purchase Order issued by the Company.
5.2 Payment Schedule: Payments for the Goods shall be made by the Company within 30 days of receipt and acceptance of the Goods.
5.3 Payment Methods: Payments shall be made by electronic funds transfer.
6. Intellectual Property Rights
6.1 Ownership of Work Product: Any intellectual property rights in the Goods shall vest solely in the Company upon full payment for such Goods.
6.2 License Rights: The Supplier hereby grants the Company a non-exclusive, worldwide, royalty-free license to use the Goods for the Company's internal business purposes.
7. Confidentiality
7.1 Obligations Regarding Confidential Information: Each party agrees to hold the other party's confidential information in strict confidence and not to disclose such information to any third party without the other party's prior written consent.
7.2 Exceptions: The obligations of confidentiality set forth herein shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party before disclosure by the disclosing party; or (iii) is independently developed by the receiving party without reference to the disclosing party's confidential information.
8. Termination
8.1 Conditions for Termination: Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of any provision of this Agreement by the other party, which breach is not cured within 30 days of written notice thereof.
8.2 Notice Period: The terminating party shall provide 30 days' written notice of termination to the other party.
8.3 Consequences of Termination: Upon termination of this Agreement, each party shall return or destroy all confidential information of the other party in its possession or control.
9. Dispute Resolution
9.1 Process for Resolving Disputes: Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties.
9.2 Mediation: If the parties are unable to resolve the dispute through negotiations, they shall attempt to resolve the dispute through mediation conducted by a mutually agreed-upon mediator.
9.3 Arbitration: If mediation is unsuccessful, any unresolved dispute shall be finally resolved by arbitration under the rules of [Arbitration Institution]. The decision of the arbitrator shall be binding and may be enforced in any court of competent jurisdiction.
10. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the indemnifying party.
11. Governing Law
This Agreement shall be governed by and construed under the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
12. Miscellaneous
12.1 Entire Agreement Clause: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
12.2 Amendments: This Agreement may only be amended in writing and signed by both parties.
12.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
12.5 Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
13. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Your Name]
[DATE SIGNED]
[Supplier Name]
[DATE SIGNED]
