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Master Subcontract Agreement
I need a Master Subcontract Agreement for my IT consulting company based in Zurich, which will be engaging multiple software development subcontractors across Switzerland starting March 2025, with specific focus on data protection and intellectual property rights.
1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, business relationship overview, and purpose of the master agreement
3. Definitions: Defined terms used throughout the agreement, including specific Swiss law terminology where relevant
4. Scope of Agreement: Framework terms governing the relationship and process for individual work orders
5. Ordering Process: Procedures for issuing, accepting, and managing individual work orders
6. Subcontractor Obligations: Core responsibilities, quality standards, compliance requirements, and performance expectations
7. Main Contractor Obligations: Responsibilities including payment terms, provision of information, and support
8. Pricing and Payment: Framework for pricing, invoicing, payment terms, and handling of expenses
9. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Swiss data protection laws and data handling requirements
12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Term and Termination: Duration, renewal, and termination provisions including grounds for termination
15. Post-Termination Obligations: Continuing obligations and wrap-up procedures after termination
16. Governing Law and Jurisdiction: Swiss law governance and jurisdiction for dispute re红杏直播
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Compliance with Industry Standards: Include when subcontracting in regulated industries or sectors with specific standards
2. Health and Safety: Required for subcontracting involving on-site work or physical services
3. Environmental Compliance: Include for activities with environmental impact or in environmentally sensitive industries
4. Personnel Requirements: Add when specific qualifications, security clearances, or training are required
5. Quality Control: Include for manufacturing or technical services requiring specific quality standards
6. Warranty: Detailed warranty terms for goods or specific deliverables
7. Export Control: Required for international subcontracting or dealing with controlled goods/technology
8. Force Majeure: Detailed force majeure provisions for high-risk or critical services
9. Parent Company Guarantee: Include when financial security is crucial
10. Non-Compete: Add when protecting market position or client relationships is crucial
11. Step-In Rights: Include for critical services or infrastructure projects
1. Schedule 1 - Standard Terms for Work Orders: Template terms applying to all individual work orders
2. Schedule 2 - Rate Card: Standard pricing, rates, and charging structures
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement methodology
4. Schedule 4 - Technical Requirements: Standard technical specifications and requirements
5. Schedule 5 - Form of Work Order: Template for individual work orders
6. Schedule 6 - Data Processing Agreement: Detailed data protection terms compliant with Swiss FADP
7. Schedule 7 - Approved Subcontractors: List of pre-approved lower-tier subcontractors
8. Schedule 8 - Insurance Requirements: Detailed insurance specifications and certificates
9. Appendix A - Contact Details: Key personnel and escalation contacts
10. Appendix B - Compliance Policies: Relevant policies and procedures to be followed
Authors
Information Technology
Construction
Manufacturing
Professional Services
Engineering
Telecommunications
Financial Services
Healthcare
Energy
Transportation and Logistics
Research and Development
Pharmaceutical
Defense
Consulting
Legal
Procurement
Operations
Commercial
Risk and Compliance
Supply Chain
Vendor Management
Project Management
Finance
Business Development
Chief Legal Officer
Legal Counsel
Procurement Manager
Contract Manager
Project Manager
Commercial Director
Operations Director
Risk Manager
Compliance Officer
Supply Chain Manager
Vendor Manager
Business Development Manager
Technical Director
Chief Financial Officer
General Counsel
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