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Vendor Partner Agreement
"I need a Vendor Partner Agreement for my software company to partner with a UK-based distributor who will sell our products to enterprise customers, including strict data protection requirements and an annual revenue share of 30%."
1. Parties: Identifies and defines the contracting parties with full legal names and registered addresses
2. Background: Sets out the context and purpose of the agreement, including brief description of each party's business
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Appointment and Scope: Defines the nature of the partnership and scope of services/products to be provided
5. Term and Termination: Specifies duration of agreement and circumstances under which it can be terminated
6. Payment Terms: Details pricing, payment schedule, invoicing requirements and payment methods
7. Obligations and Responsibilities: Lists key responsibilities and obligations of each party
8. Confidentiality: Provisions protecting confidential information exchanged between parties
9. Data Protection: Compliance with GDPR and data protection requirements
10. Intellectual Property: Ownership and usage rights of IP created or used during the partnership
11. Liability and Indemnification: Defines extent of liability and indemnification obligations
1. Service Levels: Specific performance metrics and standards for measuring and maintaining service quality
2. Insurance: Insurance requirements and coverage levels for risk management purposes
3. Non-Compete: Restrictions on competitive activities during and after the partnership
4. Change Control: Process for managing changes to services or agreement terms
5. Compliance: Industry-specific regulatory compliance requirements and obligations
1. Schedule 1 - Services Description: Detailed description of services/products to be provided under the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and remedies
4. Schedule 4 - Data Processing Agreement: Detailed terms for processing personal data under GDPR
5. Schedule 5 - Technical Requirements: Technical specifications and requirements for service delivery
6. Schedule 6 - Key Personnel: List of key personnel and their roles in delivering the services
7. Schedule 7 - Change Control Procedure: Detailed process for implementing changes to services or agreement terms
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