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1. Parties: Identification and details of the contracting parties including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Supply: Detailed description of goods/services to be supplied
5. Ordering Process: Procedures for placing and accepting purchase orders
6. Delivery Terms: Delivery timeframes, locations, and logistics arrangements
7. Price and Payment: Pricing structure, payment terms, invoicing requirements
8. Quality Requirements: Quality standards, specifications, and compliance requirements
9. Warranties: Supplier warranties regarding goods/services quality and performance
10. Term and Termination: Duration of agreement and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Force Majeure: Provisions for unforeseen circumstances and their handling
14. Governing Law: Application of Malaysian law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when supply involves software, designs, or other IP-sensitive materials
2. Data Protection: Required when personal data processing is involved in the supply relationship
3. Insurance: Include when specific insurance requirements are needed for high-value or high-risk supplies
4. Service Levels: Include for service-based agreements requiring specific performance metrics
5. Environmental Compliance: Include for supplies involving environmental considerations or hazardous materials
6. Compliance with Anti-Bribery Laws: Include for high-value contracts or when dealing with government-linked entities
7. Business Continuity: Include for critical supplies or when supplier is a sole source
8. Change Control: Include for complex supplies requiring formal change management processes
9. Subcontracting: Include when supplier may need to subcontract portions of the supply
1. Schedule 1 - Products/Services Specification: Detailed technical specifications of goods/services to be supplied
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts or price adjustment mechanisms
3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
4. Schedule 4 - Required Documentation: List of certificates, test reports, and documentation to be provided
5. Schedule 5 - Approved Locations: List of approved manufacturing/service delivery locations
6. Schedule 6 - Key Personnel: Details of key supplier personnel assigned to the contract
7. Schedule 7 - Form of Purchase Order: Standard purchase order template to be used
8. Schedule 8 - Quality Requirements: Detailed quality standards, testing procedures, and acceptance criteria
9. Schedule 9 - Business Continuity Plan: Detailed procedures for ensuring continuous supply
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