It Master Services Agreement Template for Australia

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Key Requirements PROMPT example:

It Master Services Agreement

"I need an IT Master Services Agreement for my financial services company based in Sydney, to engage a managed IT services provider for cloud infrastructure and cybersecurity services starting March 2025, with strict data protection requirements and quarterly service reviews."

Document background
This IT Master Services Agreement is designed for use in the Australian market where organizations require a robust framework for the procurement and delivery of information technology services. It serves as the primary contract governing the relationship between an IT service provider and its customer, establishing the overarching terms and conditions under which specific IT services will be provided. The agreement is particularly suitable for complex or long-term IT service arrangements where multiple services may be added over time through additional schedules or statements of work. It incorporates key requirements under Australian law, including privacy, data protection, consumer protection, and electronic transactions legislation. The agreement addresses critical aspects such as service levels, pricing mechanisms, intellectual property rights, data security, risk allocation, and governance frameworks, while providing flexibility to accommodate evolving technology services and business needs.
Suggested Sections

1. Parties: Identifies the contracting parties and their legal details

2. Background: Sets out the context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and interpretation rules for the agreement

4. Term and Renewal: Specifies initial term, renewal options and conditions

5. Services: Outlines the scope of services, service provider obligations and delivery requirements

6. Customer Obligations: Defines customer responsibilities and requirements for service delivery

7. Personnel: Requirements for service provider's personnel, including qualifications and security clearances

8. Charges and Payment: Payment terms, fee structure, invoicing and payment processes

9. Governance and Service Levels: Service level requirements, reporting, and governance framework

10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery

11. Data Protection and Security: Data handling, privacy compliance and security requirements

12. Confidentiality: Protection and handling of confidential information

13. Liability and Indemnities: Risk allocation, liability caps and indemnification obligations

14. Termination: Termination rights, process and consequences

15. General: Standard boilerplate provisions including notices, governing law, and dispute resolution

Optional Sections

1. Change Control: Formal process for managing changes to services or agreement terms - used for complex service arrangements

2. Business Continuity and Disaster Recovery: Requirements for service continuity and recovery - essential for critical services

3. Transition and Transformation: Process for initial service transition and transformation - used when complex implementation is required

4. Step-in Rights: Customer rights to step in and manage services - used for critical service arrangements

5. Benchmarking: Process for comparing services against market standards - used in long-term or high-value agreements

6. Parent Company Guarantee: Additional financial security - used when service provider's financial strength is a concern

7. Anti-bribery and Modern Slavery: Additional compliance obligations - used when required by customer policy or regulation

8. Hardware and Equipment: Provisions for supplied equipment - used when physical assets are part of the service

9. Open Source Software: Management of open source components - used when software development is included

10. Cloud Services: Specific provisions for cloud-based services - used when cloud services are part of scope

Suggested Schedules

1. Service Description: Detailed description of each service to be provided

2. Service Levels and Service Credits: Detailed service level requirements and associated credit regime

3. Charges: Detailed pricing, charging model and rate cards

4. Customer Dependencies and Requirements: Detailed customer obligations and requirements

5. Security Requirements: Detailed security policies and requirements

6. Business Continuity Plan: Detailed continuity and disaster recovery procedures

7. Transition Plan: Detailed transition and implementation requirements

8. Governance and Reporting: Detailed governance framework and reporting requirements

9. Approved Subcontractors: List of approved subcontractors and applicable terms

10. Form of Change Order: Template for documenting and agreeing changes

11. Personal Data Processing: Details of personal data processing activities and requirements

12. Exit Plan: Detailed requirements and procedures for service termination and transition

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

Technology

Financial Services

Healthcare

Government

Retail

Manufacturing

Education

Telecommunications

Professional Services

Mining and Resources

Energy and Utilities

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Risk and Compliance

Information Security

Operations

Finance

Vendor Management

Commercial

Project Management Office

Technology Infrastructure

Digital Transformation

Enterprise Architecture

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Contract Manager

Information Security Manager

Technology Operations Manager

Project Manager

Vendor Management Lead

Risk Manager

Compliance Officer

Commercial Manager

Solutions Architect

Service Delivery Manager

Industries
Privacy Act 1988 (Cth): Regulates the handling of personal information by businesses and government agencies, including the Australian Privacy Principles (APPs) which are crucial for IT services involving data processing
Security of Critical Infrastructure Act 2018: Relevant if the IT services involve critical infrastructure or systems, establishing requirements for cybersecurity and risk management
Competition and Consumer Act 2010 (including Australian Consumer Law): Governs business conduct, consumer protections, and unfair contract terms, particularly relevant for service level agreements and warranties
Electronic Transactions Act 1999: Provides legal framework for electronic transactions and digital signatures, crucial for IT service agreements executed electronically
Copyright Act 1968: Protects intellectual property rights in software, documentation, and other materials developed or used in IT services
Telecommunications Act 1997: Relevant if IT services involve telecommunications services or infrastructure
Independent Contractors Act 2006: Important for agreements involving independent contractors in IT service delivery
Fair Work Act 2009: Relevant for provisions involving service provider's personnel and workplace relations
Corporations Act 2001: General corporate law framework affecting business relationships and contractual obligations
State-specific Fair Trading Acts: Additional state-level consumer protection legislation that may apply depending on the jurisdiction within Australia
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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