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The framework agreement outlines the terms of collaboration between a service provider and client, covering various aspects such as scope of work, pricing, payment terms, delivery dates, warranties, confidentiality, term and termination, assignment and subcontracting, dispute resolution, and legal venue and applicable law. The main clauses include:
1. Scope of Work: Describes the specific services to be provided by the service provider, including tasks and deliverables with any specific requirements or restrictions.
2. Pricing: Outlines the payment terms for the services provided under the agreement, including total fee, payment schedules, and any discounts or bonuses.
3. Payment Terms: Details the payment schedule for the services provided, including the due date, payment method, and penalties for late payments.
4. Delivery Dates: Sets forth the delivery dates for the services provided under the agreement, including expected completion date and any milestones or deadlines.
5. Warranties: Outlines the warranties and guarantees provided by the service provider in relation to the services delivered under the agreement, including duration of warranty, exclusions or limitations, and remedies available in case of breach.
6. Confidentiality: Sets forth the obligations of the parties regarding the confidentiality of information exchanged under the agreement, including classification of information, restrictions on disclosure, and remedies available in case of breach.
7. Term and Termination: Outlines the term of the agreement and circumstances under which it can be terminated, including notice periods, termination fees, and other rights or obligations upon termination.
8. Assignment and Subcontracting: Details the rights and obligations of the parties regarding assignment and subcontracting of their respective obligations under the agreement, including requirements, restrictions, and remedies in case of breach.
9. Dispute Resolution: Outlines procedures for resolving disputes that may arise under the agreement, including negotiation process, mediation, arbitration, and other relevant procedures.
10. Legal Venue and Applicable Law: Sets forth the legal venue and applicable law for any disputes or litigation arising under the agreement, including jurisdiction and court competent to hear the dispute, as well as governing law.
Overall, this framework agreement provides a comprehensive structure for the partnership between the service provider and client, covering all aspects of their collaboration and ensuring that both parties have clear understandings of their rights, obligations, and expectations throughout the term of the agreement.