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Managed Service Provider Agreement
"I need a Managed Service Provider Agreement for my healthcare clinic in Ontario, with specific provisions for PHIPA compliance, enhanced data security protocols, and strict backup requirements for patient records, planned to take effect from March 2025."
1. Parties: Identification of the MSP and the client, including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of technical terms, service-related concepts, and other important terms used throughout the agreement
4. Scope of Services: Comprehensive outline of IT services to be provided, including managed infrastructure, support, and maintenance
5. Service Levels: Detailed service level agreements (SLAs), response times, and performance metrics
6. MSP Obligations: Specific responsibilities and commitments of the service provider
7. Client Obligations: Client responsibilities, including access provision and cooperation requirements
8. Data Protection and Security: Requirements for data handling, privacy compliance, and security measures
9. Fees and Payment: Pricing structure, payment terms, and billing procedures
10. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
11. Intellectual Property: Ownership and usage rights of software, systems, and data
12. Confidentiality: Protection of confidential information and trade secrets
13. Limitation of Liability: Liability caps and exclusions for both parties
14. Insurance: Required insurance coverage and minimum limits
15. Force Majeure: Provisions for unforeseeable circumstances and service interruptions
16. General Provisions: Standard legal clauses including governing law, notices, and amendment procedures
1. Disaster Recovery: Detailed disaster recovery and business continuity procedures, required if offering backup and recovery services
2. Hardware Procurement: Terms for hardware supply and management, included if the MSP provides hardware
3. Cloud Services: Specific provisions for cloud service delivery and management, needed if providing cloud solutions
4. On-Site Support: Terms for physical on-site support services, if included in service offering
5. Project Services: Framework for additional project work outside regular managed services
6. Staff Augmentation: Terms for providing temporary IT staff, if offering personnel services
7. Compliance Requirements: Industry-specific compliance obligations, included for regulated industries
8. Change Management: Procedures for implementing system changes, needed for complex environments
9. Training Services: Terms for user training and knowledge transfer, if offered
10. Third-Party Vendor Management: Terms for managing other IT vendors, if providing vendor management services
1. Schedule A - Service Description: Detailed description of each service offering and support level
2. Schedule B - Service Level Agreement: Specific performance metrics, response times, and remedies
3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and rate cards
4. Schedule D - Supported Systems: List of supported hardware, software, and network components
5. Schedule E - Security Requirements: Detailed security protocols, procedures, and compliance requirements
6. Schedule F - Escalation Procedures: Support escalation process and contact information
7. Appendix 1 - Technical Requirements: Minimum technical specifications and requirements
8. Appendix 2 - Service Locations: List of locations where services will be provided
9. Appendix 3 - Authorized Personnel: List of key personnel and their roles from both parties
10. Appendix 4 - Exit Plan: Transition procedures for service termination
Authors
Agreement
Authorized Users
Business Day
Business Hours
Change Management
Client Data
Client Systems
Confidential Information
Critical Incident
Data Protection Laws
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Help Desk
Incident
Initial Term
Intellectual Property Rights
Maintenance Window
Managed Services
Monitoring Services
MSP Systems
Normal Business Hours
Personal Information
Planned Maintenance
Problem
Recovery Point Objective
Recovery Time Objective
Renewal Term
Response Time
Resolution Time
Service Credits
Service Levels
Service Level Agreement
Services
Software
Supported Equipment
System Availability
Term
Third-Party Products
Third-Party Services
Update
Upgrade
User Acceptance Testing
Virus
Vulnerability
Service Levels
Performance Metrics
Data Protection
Confidentiality
Intellectual Property
Payment Terms
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Insurance
Security Requirements
Compliance
Dispute Resolution
Change Management
Service Support
Disaster Recovery
Access Rights
Audit Rights
Personnel
Subcontracting
Assignment
Notice
Governing Law
Entire Agreement
Severability
Amendment
Third-Party Rights
Non-Solicitation
Business Continuity
Exit Management
Acceptance Testing
Service Transition
Information Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Retail
Education
Government and Public Sector
Telecommunications
Non-Profit Organizations
Real Estate
Construction
Media and Entertainment
Information Technology
Legal
Procurement
Finance
Operations
Risk and Compliance
Information Security
Vendor Management
Executive Leadership
Infrastructure and Operations
Chief Information Officer
IT Director
Chief Technology Officer
Procurement Manager
Legal Counsel
Information Security Manager
Operations Director
Chief Financial Officer
IT Service Delivery Manager
Risk Manager
Compliance Officer
Technology Procurement Specialist
Vendor Management Officer
Chief Operating Officer
IT Infrastructure Manager
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