What is this? A framework agreement defines the general terms of the transaction without describing the essential provisions that will be negotiated later. This type of contract is used for a long-term transaction cycle, when its stages can take several years.
What to pay attention to? The weak point of a framework agreement is vague wording that leads to ambiguous interpretation. Therefore, at the conclusion stage, it is important to formulate the terms correctly.
The article explains:
The concept of a framework agreement
Objectives of the framework agreement
Disadvantages thailand email list of a framework agreement
Rules for drafting a framework agreement
Step-by-step instructions for drafting a framework agreement
Framework agreement of mixed type
Specification of the terms of the framework agreement
Framework agreement according to the norms of 223-FZ
Termination and modification of the framework agreement
Errors in concluding a framework agreement
Frequently asked questions about the framework agreement
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The concept of a framework agreement
A framework agreement is a type of legal document containing the general circumstances of the upcoming transaction and a list of preliminary agreements of a declarative nature without details that disclose the essence of the matter in detail. In the event of further cooperation, the obligations of the parties may be transformed and specified.
Concluding a framework agreement carries a certain risk for the signatories. For example, the text may contain wording that can be interpreted ambiguously. By referring to them, the counterparty may intentionally evade fulfilling the obligations assumed. A framework agreement for the construction of a building can be considered as an example. In it, the contractor undertakes to construct a building within a time frame not specifically determined by the customer and in accordance with the requirements put forward by the customer. Usually, this is a preliminary agreement, which is essentially a declaration of intent. All circumstances of the transaction will be described in detail in a separate subsequent document.
Framework agreement
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The term "framework agreement" was absent from the regulatory framework of the Russian Federation until June 2015. In practice, counterparties used an analogue called "organizational agreement". Legally, the concept was introduced into circulation by Federal Law No. 42 of March 8, 2015. Article 429.1 of the Civil Code of the Russian Federation provides a definition and regulations for concluding a framework agreement.
A typical standard contract contains clauses that detail the obligations of the parties, the deadlines for performance, and liability in the event of a breach of any terms. Without the required sections, signatures, and details of the responsible persons, a written agreement is considered legally null and void.
The essence of a framework agreement is that it sets out only the draft of a future transaction (performance of work, provision of a service, etc.) without unnecessary details. But the text implies that the parties have accepted obligations to conclude a full-fledged agreement, which will be considered the main one in further relations.
Thus, the preliminary document defines the actions of the counterparties to implement the transaction without carefully coordinating its terms. Moreover, the parties are not obliged to conclude the main agreement in the future if any disagreements arise.