MSP Master Service Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The MSP Master Service Agreement is a foundational document used when establishing a long-term managed services relationship between a service provider and a client organization in Canada. This agreement type is particularly crucial when a client requires ongoing, managed IT or professional services with consistent governance and commercial terms. The agreement serves as an umbrella contract under which specific services can be added or modified through schedules and statements of work, providing both structure and flexibility. It addresses key aspects required under Canadian federal and provincial laws, including data privacy, consumer protection, and electronic commerce regulations. The MSP Master Service Agreement typically includes comprehensive terms covering service levels, performance metrics, data protection, intellectual property rights, liability allocation, and dispute resolution mechanisms, while ensuring compliance with Canadian legal requirements and business practices.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Information Technology

Professional Services

Healthcare

Financial Services

Manufacturing

Telecommunications

Energy and Utilities

Retail

Education

Government and Public Sector

Construction

Transportation and Logistics

Relevant Teams

Legal

Procurement

Information Technology

Operations

Risk Management

Information Security

Vendor Management

Compliance

Finance

Service Delivery

Project Management

Relevant Roles

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

Industries
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy law governing the collection, use, and disclosure of personal information in commercial activities. Essential for MSP agreements involving data handling.
Competition Act: Federal legislation that governs business conduct and competition, relevant for service pricing and market behavior provisions in the MSP agreement.
Provincial Consumer Protection Acts: Provincial laws that protect consumers and businesses in service contracts, varying by province but essential for service delivery terms and conditions.
Digital Privacy Act: Amends PIPEDA and introduces mandatory breach notification requirements, crucial for MSPs handling sensitive data.
Employment Standards Acts: Provincial legislation governing employment relationships, relevant if the MSP agreement involves staff augmentation or contracted workers.
Canada Business Corporations Act: Federal legislation governing corporate entities, relevant for establishing the legal status and capacity of parties in the agreement.
Provincial Electronic Commerce Acts: Provincial laws governing electronic transactions and digital signatures, important for MSP agreements executed electronically.
Excise Tax Act (GST/HST): Federal tax legislation relevant for service billing and taxation provisions in the MSP agreement.
Anti-Spam Legislation (CASL): Federal law governing electronic communications, relevant if the MSP services include email or electronic marketing components.
Provincial Privacy Acts: Additional provincial privacy legislation that may apply depending on the location and nature of services provided.
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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