Master Service Agreement Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Master Service Agreement Contract

"I need a Master Service Agreement Contract for my IT consulting company based in Dubai to provide cloud migration and cybersecurity services to UAE government entities, with specific emphasis on data protection and security compliance requirements."

Document background
The Master Service Agreement Contract is designed for use in the United Arab Emirates business environment where parties intend to establish a long-term service relationship. This agreement serves as the primary contract governing the overall relationship between a service provider and customer, under which specific services can be ordered through work orders or statements of work. It is particularly valuable when parties anticipate multiple service engagements over time and need a standardized framework that complies with UAE law. The document incorporates mandatory UAE legal requirements while providing flexibility to accommodate various service types and industry-specific needs. It includes essential provisions for service delivery, payment mechanisms, performance standards, and risk allocation, all structured to align with UAE Civil Code and Commercial Transactions Law requirements.
Suggested Sections

1. Parties: Identifies the contracting parties with full legal names, addresses, and registration details as per UAE requirements

2. Background: Sets out the context of the agreement and parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Services: Outlines the general framework for services to be provided, with specific services detailed in schedules

5. Term and Renewal: Specifies initial term, renewal provisions, and termination dates

6. Payment Terms: Details pricing principles, payment methods, invoicing, and payment timelines

7. Service Provider Obligations: Lists key obligations, service standards, and compliance requirements

8. Customer Obligations: Specifies customer responsibilities and cooperation requirements

9. Intellectual Property Rights: Addresses ownership and usage rights of IP created or used during service provision

10. Confidentiality: Details confidentiality obligations and information handling requirements

11. Data Protection: Specifies data handling, protection requirements, and compliance with UAE data laws

12. Liability and Indemnification: Sets out liability limitations and indemnification obligations

13. Force Majeure: Defines force majeure events and their consequences

14. Termination: Details termination rights, process, and consequences

15. Governing Law and Jurisdiction: Specifies UAE law as governing law and defines jurisdiction for disputes

16. General Provisions: Includes standard boilerplate clauses required under UAE law

Optional Sections

1. Service Levels: Include when specific performance metrics and service levels need to be maintained

2. Compliance with Shariah: Include for agreements that need to be Shariah-compliant

3. Personnel Requirements: Include when service provider's personnel will work on customer premises or require specific qualifications

4. Insurance: Include when specific insurance coverage is required for the services

5. Security Requirements: Include for services involving sensitive data or systems access

6. Business Continuity: Include for critical services requiring disaster recovery and business continuity planning

7. Anti-Corruption: Include for high-value contracts or government-related services

8. Change Control: Include when services may require frequent modifications or updates

9. Audit Rights: Include when customer requires rights to audit service provider's operations

10. Environmental Compliance: Include for services with environmental impact or sustainability requirements

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of specific services to be provided

2. Schedule 2 - Pricing and Payment Schedule: Detailed pricing, rates, and payment terms for each service

3. Schedule 3 - Service Levels and KPIs: Specific performance metrics, measurement methods, and remedies

4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for service delivery

6. Schedule 6 - Contact Details and Escalation Matrix: Key personnel contacts and issue escalation procedures

7. Schedule 7 - Security Policies: Detailed security requirements and procedures

8. Schedule 8 - Form of Work Order: Template for individual work orders under the master agreement

9. Appendix A - Required Insurance Coverage: Details of insurance types and coverage levels required

10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Professional Services

Construction

Healthcare

Financial Services

Telecommunications

Facilities Management

Energy

Logistics

Manufacturing

Education

Real Estate

Consulting

Oil and Gas

Relevant Teams

Legal

Procurement

Operations

Finance

Risk and Compliance

Commercial

Business Development

Project Management

Service Delivery

Account Management

Administration

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Procurement Manager

Contract Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Business Development Manager

Project Manager

Service Delivery Manager

Account Manager

Legal Counsel

Finance Director

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Fundamental law governing contracts, obligations, and civil transactions in the UAE. Contains key provisions on contract formation, validity, and general contractual principles.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial transactions and business relationships, including provisions on commercial contracts and obligations between merchants.
UAE Federal Law No. 2 of 2015 on Commercial Companies: Relevant for understanding the legal status of contracting parties and their capacity to enter into commercial agreements.
UAE Federal Law No. 1 of 2006 on Electronic Commerce and Transactions: Governs electronic transactions and digital signatures, crucial for modern contract execution and management.
UAE Federal Law No. 8 of 1980 (UAE Labor Law): Important if the MSA involves provision of personnel or services through employees in the UAE.
UAE Federal Law No. 24 of 2006 on Consumer Protection: Applicable if the services under the MSA might affect end consumers or involve consumer-related services.
UAE Federal Law No. 4 of 2012 on Competition Regulation: Relevant for ensuring the MSA doesn't contain anti-competitive provisions or restricted business practices.
UAE Federal Law No. 2 of 2019 on the Use of ICT in Healthcare: Specific consideration if the MSA involves healthcare services or health data processing.
UAE Federal Law No. 2 of 2014 on Small and Medium Enterprises: Relevant if any contracting party qualifies as an SME, providing certain protections and considerations.
DIFC Law No. 6 of 2004 (DIFC Contract Law): Required consideration if the MSA involves entities in the Dubai International Financial Centre or specifies DIFC jurisdiction.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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