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Master Service Agreement It Services
"I need a Master Service Agreement IT Services for my Sydney-based fintech company to engage an IT service provider for managed cloud services and cybersecurity support, with strict data protection requirements and compliance with APRA regulations."
1. Parties: Identification of the service provider and customer, including ABN/ACN
2. Background: Context of the agreement and general relationship between parties
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Term and Renewal: Duration of the agreement and renewal provisions
5. Services Framework: Overview of service delivery framework and process for adding/removing services
6. Service Provider Obligations: Core obligations, service levels, and performance standards
7. Customer Obligations: Customer responsibilities and cooperation requirements
8. Personnel: Requirements for service provider staff, security clearances, and key personnel
9. Charges and Payment: Pricing structure, payment terms, and invoicing requirements
10. Intellectual Property: IP ownership, licenses, and usage rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Compliance with privacy laws and data security requirements
13. Security Requirements: IT security standards, protocols, and breach management
14. Risk and Insurance: Required insurance coverage and risk allocation
15. Liability and Indemnities: Limitation of liability and indemnification provisions
16. Dispute Resolution: Process for resolving disputes between parties
17. Termination: Termination rights, process, and consequences
18. General Provisions: Standard boilerplate clauses including governing law
1. Change Control: Formal process for managing changes to services - include if complex service evolution is expected
2. Transition Services: Provisions for service transition in/out - include if complex implementation is required
3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
4. Audit Rights: Customer audit provisions - include if required by regulatory requirements or critical services
5. Performance Reviews: Governance and service review framework - include for long-term or complex services
6. Third Party Rights: Management of subcontractors and third-party providers - include if subcontracting is expected
7. Export Control: Export control compliance - include if international data transfers are involved
8. Source Code Escrow: Source code escrow arrangements - include if custom software is critical
1. Schedule 1 - Services Description: Detailed description of each service offering and delivery requirements
2. Schedule 2 - Service Levels: Specific service levels, KPIs, and measurement methodology
3. Schedule 3 - Pricing and Charging: Detailed pricing models, rates, and charging mechanisms
4. Schedule 4 - Security Requirements: Detailed security protocols, standards, and compliance requirements
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation
6. Schedule 6 - Governance: Detailed governance framework and reporting requirements
7. Schedule 7 - Form of Work Order: Template for individual work orders under the MSA
8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
9. Appendix A - Approved Subcontractors: List of approved subcontractors and their roles
10. Appendix B - Key Personnel: Details of key personnel and their responsibilities
Authors
Acceptance Tests
Approved Personnel
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Process
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Customer Data
Customer Environment
Customer Materials
Data Breach
Deliverables
Developed IP
Disaster Recovery Plan
Documentation
Emergency Maintenance
Escrow Materials
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Plan
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Window
Major Release
Material Breach
Minor Release
Notice
Personal Information
Personnel
Project
Related Bodies Corporate
Response Time
Resolution Time
Service Credits
Service Levels
Services
Source Code
Specifications
Statement of Work
Subcontractor
Support Services
System
Term
Third Party Materials
Transition Period
Transition Plan
Transition Services
Updates
Upgrade
Work Order
Working Hours
Scope of Services
Term and Renewal
Service Delivery
Service Levels
Change Management
Personnel
Customer Obligations
Subcontracting
Payment Terms
Invoicing
Intellectual Property
Data Protection
Privacy
Confidentiality
Security Requirements
Access Rights
Performance Monitoring
Audit Rights
Records Management
Business Continuity
Disaster Recovery
Governance
Warranties
Insurance
Liability
Indemnification
Force Majeure
Suspension Rights
Termination
Exit Management
Dispute Resolution
Assignment
Non-Solicitation
Notices
Entire Agreement
Variation
Severability
Waiver
Governing Law
Jurisdiction
Information Technology
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Government
Education
Telecommunications
Mining and Resources
Construction
Transport and Logistics
Legal
Information Technology
Procurement
Risk and Compliance
Operations
Information Security
Commercial
Finance
Project Management
Service Delivery
Chief Information Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
Information Security Manager
Privacy Officer
Risk Manager
Operations Manager
Service Delivery Manager
Account Executive
Technology Officer
Commercial Manager
Compliance Officer
Project Manager
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