Master Client Agreement Template for Canada

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Key Requirements PROMPT example:

Master Client Agreement

"I need a Master Client Agreement for my IT consulting company based in Ontario, with specific provisions for data protection and remote service delivery, as we'll be providing cloud implementation services to healthcare clients starting March 2025."

Document background
The Master Client Agreement (MCA) is designed for businesses operating in Canada who require a robust legal framework for managing ongoing service relationships with their clients. This agreement type is particularly useful when services will be provided on a recurring basis or through multiple projects, as it eliminates the need to negotiate standard terms and conditions for each engagement. The MCA establishes the overarching commercial and legal framework while allowing for specific services to be detailed in separate statements of work. It incorporates essential provisions required under Canadian federal and provincial laws, including privacy protection, electronic commerce regulations, and consumer protection requirements where applicable. The document is structured to accommodate various service types while maintaining consistency in key areas such as risk allocation, confidentiality, and dispute resolution.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the agreement and general business relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services: General framework for services to be provided under the agreement

5. Statements of Work: Process for creating, approving and executing specific statements of work

6. Term and Termination: Duration of the agreement and circumstances for termination

7. Fees and Payment Terms: General pricing principles, payment terms, and invoicing procedures

8. Intellectual Property Rights: Ownership and licensing of IP created or used during service delivery

9. Confidentiality: Protection and handling of confidential information

10. Data Protection and Privacy: Compliance with privacy laws and data handling requirements

11. Representations and Warranties: Standard warranties and representations from both parties

12. Limitation of Liability: Limitations and caps on liability between parties

13. Indemnification: Mutual indemnification obligations and processes

14. Insurance: Required insurance coverage and minimum limits

15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures

Optional Sections

1. Security Requirements: Specific security protocols and requirements when handling sensitive data or systems

2. Service Levels: Framework for service level agreements when specific performance metrics are required

3. Disaster Recovery: Business continuity and disaster recovery requirements for critical services

4. Personnel Requirements: Specific requirements for service provider personnel, including qualifications and security clearances

5. Compliance with Industry Standards: Specific industry standards or certifications required for certain sectors

6. Anti-Corruption Compliance: Additional compliance requirements for international business or government contracts

7. Environmental Requirements: Sustainability and environmental compliance requirements for environmentally sensitive services

8. Change Control: Formal process for managing changes to services or agreement terms

Suggested Schedules

1. Schedule A - Fee Schedule: Standard rate card and pricing details

2. Schedule B - Service Level Agreement Template: Template for creating service level agreements for specific services

3. Schedule C - Statement of Work Template: Standard template for creating statements of work

4. Schedule D - Security Requirements: Detailed security protocols and requirements

5. Schedule E - Insurance Requirements: Detailed insurance requirements and minimum coverage limits

6. Schedule F - Approved Subcontractors: List of pre-approved subcontractors and their approved scope

7. Appendix 1 - Data Processing Agreement: Detailed terms for personal data processing compliance

8. Appendix 2 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

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 Services

Professional Services

Management Consulting

Financial Services

Healthcare

Manufacturing

Telecommunications

Software Development

Business Process Outsourcing

Engineering Services

Marketing and Advertising

Legal Services

IT Consulting

Relevant Teams

Legal

Commercial

Procurement

Sales

Business Development

Operations

Risk and Compliance

Finance

Account Management

Project Management

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Contract Manager

Business Development Manager

Account Executive

Chief Legal Officer

Chief Commercial Officer

Risk Manager

Compliance Officer

Operations Director

Project Manager

Sales Director

Chief Executive Officer

Chief Financial Officer

Industries
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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