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Managed Services Agreement
"I need a Managed Services Agreement governed by German law for IT infrastructure services, including cloud hosting and 24/7 support, with strict data protection requirements and service levels for a financial services company, planned to start March 2025."
1. Parties: Identification of contracting parties with full legal entity details
2. Background: Context of the agreement and brief description of parties' business relationship
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Overview of services to be provided, with reference to detailed service descriptions in schedules
5. Term and Termination: Duration of agreement, renewal terms, and termination rights
6. Service Provider's Obligations: Core obligations, service standards, and compliance requirements
7. Customer's Obligations: Customer responsibilities, cooperation requirements, and dependencies
8. Service Levels: Performance standards, measurement criteria, and remedies for failure
9. Charges and Payment: Pricing, payment terms, invoicing, and price adjustment mechanisms
10. Governance and Reporting: Service management, reporting requirements, and oversight procedures
11. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
12. Intellectual Property Rights: IP ownership, licenses, and usage rights
13. Liability and Insurance: Limitation of liability, indemnification, and insurance requirements
14. Force Majeure: Events excusing performance and related procedures
15. Confidentiality: Protection of confidential information and trade secrets
16. General Provisions: Standard clauses including notices, assignment, and governing law
1. Transition Services: Required if service implementation involves migration from existing providers
2. Business Continuity: Needed for critical services requiring disaster recovery and business continuity plans
3. Staff and Key Personnel: Include when specific personnel are critical to service delivery or staff transfer is involved
4. Compliance with Industry Standards: Required for regulated industries or specific technical standards
5. Anti-Corruption and Ethics: Important for international services or public sector customers
6. Exit Management: Detailed if complex transition out process is anticipated
7. Subcontractors: Include if service provider will rely on subcontractors
8. Change Control: Required for services likely to require significant changes during term
1. Service Description: Detailed description of each service component and delivery requirements
2. Service Levels and Service Credits: Detailed SLAs, measurement methods, and service credit calculations
3. Charges: Detailed pricing, rate cards, and charging mechanisms
4. Customer Dependencies: Detailed customer obligations and requirements for service delivery
5. Data Processing Agreement: GDPR-compliant data processing terms and technical/organizational measures
6. Security Requirements: Detailed security standards and procedures
7. Governance Procedures: Detailed management structures, meeting schedules, and escalation procedures
8. Form of Reports: Templates and specifications for required service reports
9. Business Continuity Plan: Detailed continuity and disaster recovery procedures
10. Exit Plan: Detailed procedures for service termination and transition
11. Approved Subcontractors: List of approved subcontractors and their roles
Authors
Acceptance Criteria
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Customer Equipment
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster
Disaster Recovery Plan
Documentation
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Phase
Intellectual Property Rights
Key Personnel
Maintenance Window
Material Breach
Milestone
Notice
Operating Environment
Operational Change
Performance Credits
Personal Data
Personnel
Planned Maintenance
Project Plan
Regulatory Requirements
Relief Event
Reports
Review Meeting
Schedule
Security Requirements
Service Credits
Service Levels
Service Provider
Service Provider Equipment
Service Provider Software
Services
Subsidiary
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Working Hours
Assignment
Audit Rights
Authorized Representatives
Change Control
Charges
Compliance with Laws
Confidentiality
Contract Term
Data Protection
Definitions
Dispute Resolution
Exit Management
Force Majeure
Governance
Indemnification
Insurance
Intellectual Property
Liability
Notices
Payment Terms
Personnel
Record Keeping
Relationship Management
Reporting
Security
Service Credits
Service Levels
Service Provision
Severability
Subcontracting
Survival
Suspension Rights
Termination
Third Party Rights
Transfer of Rights
Variation
Waiver
Warranties
Information Technology
Telecommunications
Financial Services
Healthcare
Manufacturing
Professional Services
Energy
Retail
Logistics
Media and Entertainment
Automotive
Insurance
Education
Public Sector
Legal
Information Technology
Procurement
Operations
Finance
Risk and Compliance
Commercial
Vendor Management
Project Management
Service Management
Chief Information Officer
Chief Technology Officer
Head of Procurement
Legal Counsel
IT Director
Operations Manager
Procurement Manager
Contract Manager
Service Delivery Manager
Commercial Director
Chief Financial Officer
Vendor Manager
Risk Manager
Compliance Officer
Project Manager
Technical Account Manager
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