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MSP Master Service Agreement
"I need an MSP Master Service Agreement for our cloud services company that will be providing managed IT services to financial institutions in Canada, with strict data security requirements and PIPEDA compliance, planned to commence from March 2025."
1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Explains the context and purpose of the agreement, including the parties' intent to establish a master services relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Outlines the general framework for services to be provided, referencing specific service schedules
5. Service Delivery: Establishes general standards, quality requirements, and performance metrics for all services
6. Ordering Process: Details how specific services will be requested, approved, and implemented
7. Term and Termination: Specifies agreement duration, renewal provisions, and termination rights
8. Fees and Payment: Establishes general payment terms, invoicing procedures, and fee adjustment mechanisms
9. Data Protection and Privacy: Sets out obligations regarding data handling, security, and privacy compliance
10. Confidentiality: Defines confidential information and establishes protection obligations
11. Intellectual Property Rights: Addresses ownership and licensing of IP created or used in service delivery
12. Warranties and Representations: States basic warranties regarding services, authority to contract, and compliance
13. Liability and Indemnification: Establishes liability limits and indemnification obligations
14. Insurance: Specifies required insurance coverage and limits
15. Force Majeure: Addresses rights and obligations during events beyond reasonable control
16. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Security Requirements: Detailed security protocols and requirements, needed when handling sensitive data or systems
2. Compliance with Specific Regulations: Additional compliance requirements for regulated industries (healthcare, financial services, etc.)
3. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
4. Personnel Requirements: Specific requirements for service provider staff, including qualifications and security clearances
5. Transition Services: Procedures for transitioning services in or out, important for complex service arrangements
6. Audit Rights: Extended audit provisions, important for regulated industries or complex services
7. Performance Credits: Service credit regime for performance failures, useful for critical services
8. Environmental Requirements: Environmental compliance and sustainability requirements, important for environmentally sensitive services
1. Schedule A - Service Descriptions: Detailed descriptions of specific services offered under the agreement
2. Schedule B - Service Levels: Specific performance metrics, measurement methods, and remedies for each service
3. Schedule C - Pricing and Fee Schedule: Detailed pricing, rate cards, and specific payment terms for each service
4. Schedule D - Technical Requirements: Technical specifications and requirements for service delivery
5. Schedule E - Security Requirements: Detailed security protocols, standards, and compliance requirements
6. Schedule F - Key Personnel: Identifies key service provider personnel and their roles
7. Schedule G - Approved Subcontractors: List of approved subcontractors and their roles
8. Schedule H - Data Processing Agreement: Specific terms for handling personal data in compliance with privacy laws
9. Appendix 1 - Change Control Procedure: Process for requesting and implementing changes to services
10. Appendix 2 - Incident Response Plan: Procedures for handling and reporting service incidents
Authors
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Client
Client Data
Client Materials
Confidential Information
Data Protection Laws
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Emergency Maintenance
Force Majeure Event
Good Industry Practice
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Managed Services
MSP
Personal Information
Project
Renewal Term
Schedule
Security Requirements
Service Credits
Service Levels
Services
Statement of Work
Subcontractor
Term
Third Party Materials
Transition Period
Transition Plan
Work Product
Service Levels
Performance Standards
Ordering Process
Change Management
Term and Termination
Payment Terms
Price Adjustment
Data Protection
Privacy Compliance
Confidentiality
Intellectual Property
Personnel
Subcontracting
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Security Requirements
Audit Rights
Dispute Resolution
Governance
Transition Services
Business Continuity
Regulatory Compliance
Record Keeping
Notice Requirements
Assignment
Non-Solicitation
Entire Agreement
Severability
Governing Law
Amendment Process
Reporting Requirements
Information Technology
Professional Services
Healthcare
Financial Services
Manufacturing
Telecommunications
Energy and Utilities
Retail
Education
Government and Public Sector
Construction
Transportation and Logistics
Legal
Procurement
Information Technology
Operations
Risk Management
Information Security
Vendor Management
Compliance
Finance
Service Delivery
Project Management
Chief Information Officer
Chief Technology Officer
Procurement Manager
Legal Counsel
IT Director
Vendor Management Officer
Contract Manager
Operations Director
Risk Management Officer
Information Security Manager
Privacy Officer
Service Delivery Manager
Account Executive
Project Manager
Compliance Officer
Technical Operations Manager
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