We have intentionally streamlined our core documents — including our Framework Agreements, Supplier Master Agreements, and Requests for Standing Offer — to improve clarity, accessibility, and practical usability.
Traditional procurement documents are often lengthy, repetitive, and difficult to navigate. While legal precision remains essential, complexity should not create confusion. Our documents have been carefully structured and refined to reduce unnecessary length, eliminate duplication, and present requirements in clear, organized language.
The result is documentation that remains legally sound and governance-aligned, while being easier for members, suppliers, evaluators, and auditors to read, understand, and apply.
Clarity supports fairness. Accessibility supports transparency. And well-structured documents support defensible decision-making.
SUPPLIER FRAMEWORK AGREEMENT
(Non-Exclusive – No Purchase Commitment)
This Supplier Framework Agreement (“Agreement”)
is made as of the ___ day of _______, 20 (“Effective Date”)
BETWEEN:
Procurement Solutions, a business operating in Canada,
having its principal place of business in Alberta
(“Procurement Solutions”)
AND:
[Legal Name of Supplier], a corporation incorporated under the laws
of __________, having its principal place of
business at __________________________ (“Supplier”)
Procurement Solutions and the Supplier may be referred
to individually as a “Party” and collectively as the “Parties”.
Table of Contents
MAIN AGREEMENT
1. DEFINITIONS
2. PURPOSE AND FRAMEWORK NATURE
3. ROLE OF PROCUREMENT SOLUTIONS
4. NO AGENCY OR PURCHASING AUTHORITY
5. SCOPE OF FRAMEWORK
6. ORDERING AND CONTRACTING BY PARTICIPATING ORGANIZATIONS
7. PRICING AND ADMINISTRATIVE FEES
8. TERM AND TERMINATION
9. SUPPLIER REPRESENTATIONS AND WARRANTIES
10. ETHICAL CONDUCT AND COMPLIANCE
11. CONFIDENTIALITY
12. INTELLECTUAL PROPERTY
13. INSURANCE
14. INDEMNIFICATION
15. AUDIT AND RECORDS
16. LIMITATION OF LIABILITY
17. GOVERNING LAW
18. GENERAL
19. SIGNATURES
SCHEDULE A – STATEMENT OF WORK (SOW)
1. BACKGROUND AND PURPOSE
2. SCOPE OF GOODS AND/OR SERVICES
3. SERVICE DELIVERY MODEL
4. ROLES AND RESPONSIBILITIES
5. DELIVERABLES
6. SERVICE LEVELS (IF APPLICABLE)
7. ORDERING PROCESS
8. PRICING STRUCTURE
9. INVOICING AND PAYMENT
10. PERFORMANCE REPORTING
11. COMPLIANCE REQUIREMENTS
12. CHANGE MANAGEMENT
13. TERM AND ALIGNMENT WITH FRAMEWORK
14. ASSUMPTIONS AND DEPENDENCIES
15. ACCEPTANCE
SCHEDULE B – ADMINISTRATIVE FEE DISCLOSURE
1. PURPOSE OF ADMINISTRATIVE FEE
2. NATURE OF THE ADMINISTRATIVE FEE
3. FEE STRUCTURE
4. PRICING INTEGRITY
5. TRANSPARENCY AND DISCLOSURE
6. REPORTING AND PAYMENT
7. NO IMPACT ON MEMBER AUTONOMY
8. SURVIVAL
SCHEDULE C – PRIVACY AND PERSONAL INFORMATION
1. DEFINITIONS
2. GENERAL PRIVACY OBLIGATIONS
3. LIMITATION OF USE AND DISCLOSURE
4. ACCESS CONTROLS AND PERSONNEL OBLIGATIONS
5. ACCURACY AND CORRECTIONS
6. LEGAL DISCLOSURE
7. ACCESS REQUESTS
8. TRAINING AND ACCOUNTABILITY
9. PRIVACY BREACH NOTIFICATION
10. AUDIT RIGHTS
11. RETURN OR DESTRUCTION OF PERSONAL INFORMATION
12. INDEMNIFICATION
13. SURVIVAL
MAIN AGREEMENT
1. DEFINITIONS
“Work” means the whole of the activities, goods, services, materials, equipment, matters and things required to be done, delivered or performed by the Contractor in accordance with the terms of this Agreement.
2. PURPOSE AND FRAMEWORK NATURE
This Agreement establishes a non-exclusive supplier framework arrangement for eligible organizations to access goods and services through Procurement Solutions. Participation is voluntary and Procurement Solutions does not guarantee any volume or value.
3. ROLE OF PROCUREMENT SOLUTIONS
Procurement Solutions administers a procurement framework, facilitating competitive processes, establishing terms and pricing, and maintaining supplier information. It does not act as an agent, issue purchase orders, accept goods or services, make payments, or control supplier performance.
4. NO AGENCY OR PURCHASING AUTHORITY
This Agreement does not create any partnership, joint venture, agency, or fiduciary relationship between Procurement Solutions and the Supplier or any Participating Organization. Each transaction is solely between the Supplier and the Participating Organization.
5. SCOPE OF FRAMEWORK
The Agreement outlines the goods and services covered in Schedule A and the Supplier’s obligation to provide them to Participating Organizations according to the framework terms and pricing.
6. ORDERING AND CONTRACTING BY PARTICIPATING ORGANIZATIONS
Participating Organizations can issue purchase orders or enter into contracts with the Supplier, referencing this Agreement. In case of conflict, the Organization’s document prevails for that transaction.
7. PRICING AND ADMINISTRATIVE FEES
Pricing is outlined in Schedule A and cannot exceed framework pricing unless permitted. Administrative fees, disclosed in Schedule B, are separate from pricing charged to Participating Organizations.
8. TERM AND TERMINATION
The Agreement term is for three (3) years with two (2), one (1) year optional extensions. Procurement Solutions can terminate with 30 days’ notice, and either party can terminate immediately for a material breach.
9. SUPPLIER REPRESENTATIONS AND WARRANTIES
Supplier warrants it is authorized, will comply with laws, perform professionally, and has no forced, child, or human trafficking in its supply chain.
10. ETHICAL CONDUCT AND COMPLIANCE
Supplier must not offer gifts or inducements for improper advantage and comply with anti-bribery and corruption legislation, including Canadian law.
11. CONFIDENTIALITY
Parties must keep non-public information confidential, even after the Agreement ends.
12. INTELLECTUAL PROPERTY
Supplier retains intellectual property rights to goods and services. Participating Organizations can acquire usage rights through separate agreements.
13. INSURANCE
Supplier must maintain industry-standard insurance, including Commercial General Liability and Professional Liability (if applicable), and provide proof upon request.
14. INDEMNIFICATION
Supplier indemnifies Procurement Solutions and Participating Organizations from claims due to Supplier’s breach, negligence, or misconduct.
15. AUDIT AND RECORDS
Procurement Solutions may audit compliance with framework pricing, administrative fees, and terms, but not Participating Organization-specific commercial terms.
16. LIMITATION OF LIABILITY
Procurement Solutions is not liable for Participating Organizations’ actions or supplier performance.
17. GOVERNING LAW
This Agreement is governed by Alberta and Canadian laws.
18. GENERAL
This Agreement is the complete agreement between the Parties regarding the framework. Amendments require written signatures from both Parties.
19. SIGNATURES
SUPPLIER NAME
Per: ______________________________
Name:
Title:
Date:
PROCUREMENT SOLUTIONS
Per: ______________________________
Name: Don Davidge
Title: CEO/Founder
Date:
SCHEDULE A – STATEMENT OF WORK (SOW)
(Framework-Level – For Use Under Supplier Framework Agreement)
1. BACKGROUND AND PURPOSE
Framework agreement purpose covered goods/services, and voluntary SOW access for Participating Organizations. This SOW does not create a purchase obligation and does not replace Member-issued purchase orders or contracts.
2. SCOPE OF GOODS AND/OR SERVICES
The scope includes a high-level description of goods/services, core elements, and standard inclusions. Excluded scope includes items/services not included, activities requiring separate agreements, and assumptions/boundaries.
3. SERVICE DELIVERY MODEL
Describe goods delivery or service performance, standard service approach, and subcontractor reliance. Avoid site-specific instructions, operational rules, and mandatory locations.
4. ROLES AND RESPONSIBILITIES
Supplier responsibilities include providing goods/services, meeting standards, and complying with laws. Procurement Solutions is not responsible for delivery, acceptance, or payment, and does not direct supplier performance.
5. DELIVERABLES
Deliverables should be describable, measurable, and neutral.
6. SERVICE LEVELS (IF APPLICABLE)
Define response times, resolution targets, and availability windows. Include measurement methods, reporting frequency, and exclusions.
7. ORDERING PROCESS
Describes order placement, referencing the framework agreement, and order confirmation. Clarifies that each order is a separate transaction.
8. PRICING STRUCTURE
Pricing schedule, rate cards, and conditions for price adjustments are referenced, while administrative fees are excluded.
9. INVOICING AND PAYMENT
Invoices are issued directly to Participating Organizations with payment terms defined by Member agreement or PO, bypassing Procurement Solutions.
10. PERFORMANCE REPORTING
Describe reporting information, frequency, and purpose. Ensure no unauthorized disclosure of personal information.
11. COMPLIANCE REQUIREMENTS
Confirm compliance with applicable laws, privacy obligations, and ethical standards, referencing relevant framework agreement schedules.
12. CHANGE MANAGEMENT
Describe how scope, pricing, and framework changes are handled, including written approval requirements.
13. TERM AND ALIGNMENT WITH FRAMEWORK
This SOW is valid only for the term of the Supplier Framework Agreement and member-level SOWs or POs may supplement but not override framework terms.
14. ASSUMPTIONS AND DEPENDENCIES
List key assumptions, dependencies on Member actions, and known constraints.
15. ACCEPTANCE
Participating Organizations perform acceptance, not Procurement Solutions.
SCHEDULE B – ADMINISTRATIVE FEE DISCLOSURE
(Transparent disclosure – no mark-ups)
1. PURPOSE OF ADMINISTRATIVE FEE
The administrative fee supports the establishment, administration, and management of the supplier framework arrangement. It compensates Procurement Solutions for activities like facilitating procurement, maintaining agreements, and supporting supplier onboarding.
2. NATURE OF THE ADMINISTRATIVE FEE
The administrative fee is not a markup, commission, purchasing fee, or consideration for guarantees. Procurement Solutions does not purchase goods, collect payments, or influence purchasing decisions.
3. FEE STRUCTURE
Supplier pays Procurement Solutions a one and a half (1.5%) percent administrative fee on net invoiced value of goods and services purchased by Participating Organizations.
4. PRICING INTEGRITY
Participating Organizations will be charged no more than the framework pricing in Schedule A, and the administrative fee will not increase prices or result in differential treatment.
5. TRANSPARENCY AND DISCLOSURE
Procurement Solutions may disclose the existence and general basis of the administrative fee to Participating Organizations or oversight bodies. Commercially sensitive details will not be disclosed publicly unless required by law.
6. REPORTING AND PAYMENT
Supplier must report sales activity and pay administrative fees to Procurement Solutions as per established procedures. Procurement Solutions can audit to verify sales volumes and compliance with the Schedule.
7. NO IMPACT ON MEMBER AUTONOMY
This Schedule does not limit a Participating Organization’s right to use the Agreement, their internal procurement policies, or their contractual relationship with the Supplier.
8. SURVIVAL
Obligations in Schedule 8 survive Agreement termination to reconcile and remit accrued administrative fees.
SCHEDULE C – PRIVACY AND PERSONAL INFORMATION
1. DEFINITIONS
Applicable Privacy Laws include PIPEDA and other relevant federal or provincial legislation. Personal Information pertains to identifiable individuals, and Participating Organizations can access the Supplier framework.
2. GENERAL PRIVACY OBLIGATIONS
Supplier must handle Personal Information in accordance with privacy laws, implementing safeguards to protect it from loss, theft, and unauthorized access.
3. LIMITATION OF USE AND DISCLOSURE
Suppliers can only use personal information for transaction purposes and can only disclose it as permitted by law or authorized by the participating organization. Procurement Solutions does not handle personal information unless agreed upon in writing.
4. ACCESS CONTROLS AND PERSONNEL OBLIGATIONS
Supplier must restrict access to Personal Information to authorized personnel and ensure they are informed of its confidential nature and bound by confidentiality obligations.
5. ACCURACY AND CORRECTIONS
Supplier must update personal information as required by privacy laws.
6. LEGAL DISCLOSURE
Suppliers must limit disclosure of Personal Information to what is legally required and use reasonable efforts to protect its confidentiality.
7. ACCESS REQUESTS
Supplier must handle access, correction, or deletion requests for personal information according to privacy laws. For information related to a Participating Organization, the Supplier will coordinate responses with that organization.
8. TRAINING AND ACCOUNTABILITY
Supplier must train personnel on privacy compliance and designate a privacy contact.
9. PRIVACY BREACH NOTIFICATION
Supplier must mitigate breaches and notify affected organizations and comply with privacy laws.
10. AUDIT RIGHTS
Procurement Solutions may audit the Supplier’s compliance with privacy obligations, but not Participating Organization-specific systems or Personal Information without legal requirement or authorization.
11. RETURN OR DESTRUCTION OF PERSONAL INFORMATION
Supplier must return or destroy Personal Information upon request or service completion, following applicable privacy laws. Destruction methods should be appropriate for the information’s sensitivity.
12. INDEMNIFICATION
Supplier indemnifies Procurement Solutions and Participating Organizations from claims arising from Supplier’s breach of this Schedule or Applicable Privacy Laws.
13. SURVIVAL
The obligations set out in this Schedule survive termination or expiry of the Agreement.
