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Master Service Agreement And Statement Of Work

Master Service Agreement And Statement Of Work Template for Germany

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Key Requirements PROMPT example:

Master Service Agreement And Statement Of Work

"I need a Master Service Agreement and Statement of Work under German law for an IT services company providing cloud infrastructure and software development services to enterprise clients, with particular emphasis on data protection and service level commitments."

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Document background
The Master Service Agreement And Statement of Work is designed for business relationships requiring a structured approach to service delivery under German law. It provides a framework for ongoing service arrangements while allowing flexibility through individual Statements of Work. This document type is particularly valuable when parties anticipate multiple service engagements over time and need a clear governance structure. The MSA establishes the legal foundation, risk allocation, and general terms, while SOWs detail specific services, deliverables, and commercial terms. This approach aligns with German legal requirements, particularly the BGB's provisions on service contracts (Dienstvertrag) and contracts for work (Werkvertrag), while incorporating necessary elements for GDPR compliance and commercial certainty. The document structure supports both straightforward service arrangements and complex, multi-service relationships, making it adaptable to various business contexts while maintaining consistency with German legal principles.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers

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

3. Definitions: Defined terms used throughout the agreement and SOWs

4. Scope of Agreement: Overview of services framework and relationship between MSA and SOWs

5. SOW Process: Procedures for creating, approving, and amending SOWs

6. Service Provider Obligations: Core obligations, service standards, and compliance requirements

7. Client Obligations: Client responsibilities, cooperation requirements, and prerequisites

8. Personnel: Requirements for service provider's personnel, key personnel provisions, and substitution rules

9. Fees and Payment Terms: Pricing structure, invoicing procedures, and payment terms

10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: GDPR compliance and data processing obligations

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Term and Termination: Duration, renewal, and termination provisions

15. Post-Termination: Obligations and procedures following contract termination

16. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Service Levels: Detailed service level requirements and metrics, used when specific performance standards need to be maintained

2. Business Continuity: Disaster recovery and business continuity requirements, important for critical services

3. Security Requirements: Specific security protocols and standards, essential for services involving sensitive data or systems

4. Audit Rights: Client's rights to audit service provider's operations, important for regulated industries

5. Insurance: Specific insurance requirements, necessary for high-risk services

6. Non-Competition: Restrictions on competitive activities, used when sharing sensitive business information

7. Parent Company Guarantee: Guarantee from service provider's parent company, useful when dealing with subsidiaries

8. Transition Services: Detailed transition-in and transition-out procedures, important for complex service arrangements

Suggested Schedules

1. Template Statement of Work: Standard template for creating SOWs under the MSA

2. Pricing Schedule: Detailed rate cards, pricing mechanisms, and cost calculations

3. Service Descriptions: Detailed descriptions of available services under the framework

4. Technical Requirements: Technical specifications and requirements for service delivery

5. Data Processing Agreement: Detailed GDPR-compliant data processing terms and procedures

6. Security Policies: Detailed security requirements and procedures

7. Approved Subcontractors: List of pre-approved subcontractors and their permitted activities

8. Key Personnel: Details of key personnel assigned to the services

9. Service Levels and KPIs: Detailed service level agreements and key performance indicators

10. Change Control Procedure: Detailed procedures for managing changes to services or SOWs

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Change Control Procedure
Charges
Client
Client Materials
Confidential Information
Data Protection Laws
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Master Service Agreement
Material Breach
Milestone
Notice
Personal Data
Personnel
Project
Project Manager
Renewal Term
Service Credits
Service Level Agreement
Service Provider
Services
Statement of Work
Subcontractor
Term
Third Party Materials
Working Hours
Work Product
Contract Manager
Quality Standards
Response Time
Service Location
System
Technical Specifications
Acceptance Tests
Change Request
Completion Date
Critical Service Levels
Emergency Maintenance
Implementation Plan
Maintenance Window
Performance Reports
Recovery Time Objective
Security Requirements
Service Commencement Date
Service Interruption
Specification
Transition Period
Warranty Period
Clauses
Interpretation
Scope of Services
Service Delivery
Statement of Work Process
Service Provider Obligations
Client Obligations
Personnel
Subcontracting
Change Control
Acceptance Testing
Service Levels
Monitoring and Reports
Fees and Expenses
Invoicing and Payment
Tax
Intellectual Property Rights
Data Protection
Confidentiality
Security
Audit Rights
Warranties
Indemnification
Liability
Insurance
Force Majeure
Term and Duration
Termination
Exit Management
Non-Solicitation
Non-Competition
Business Continuity
Regulatory Compliance
Anti-Corruption
Assignment and Transfer
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Relationship of Parties
Relevant Industries

Information Technology

Professional Services

Management Consulting

Software Development

Business Process Outsourcing

Engineering Services

Healthcare Services

Financial Services

Telecommunications

Manufacturing

Research and Development

Digital Marketing

Facility Management

Industrial Services

Relevant Teams

Legal

Procurement

Operations

Finance

Commercial

Business Development

Risk and Compliance

Project Management Office

Account Management

Service Delivery

Technical Operations

Sales

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Project Manager

Business Development Manager

Chief Financial Officer

Chief Operating Officer

Commercial Director

Account Manager

Service Delivery Manager

Operations Director

Risk Manager

Compliance Officer

Technical Director

Sales Director

Industries
Bürgerliches Gesetzbuch (BGB) - German Civil Code: The fundamental source of German contract law, particularly Sections 611-630 governing service contracts (Dienstvertrag) and Sections 631-651 governing contracts for work (Werkvertrag)
Handelsgesetzbuch (HGB) - German Commercial Code: Governs commercial relationships between businesses, including specific provisions for commercial transactions and business-to-business contracts
EU General Data Protection Regulation (GDPR): Essential for data protection provisions in the agreement, particularly regarding any personal data processing between parties
Gesetz gegen den unlauteren Wettbewerb (UWG) - Act Against Unfair Competition: Relevant for provisions regarding confidentiality, non-competition, and business practices
Arbeitsgerichtsgesetz (ArbGG) - Labor Court Act: Important for distinguishing service agreements from employment relationships and avoiding misclassification of contractors
Schuldrechtsmodernisierungsgesetz: The law modernizing the German law of obligations, which impacts how service and work contracts are structured and interpreted
EU Rome I Regulation: Governs the choice of law in contractual obligations, particularly relevant if there are any international aspects to the service agreement
Transparenzgesetz - Transparency Law: Relevant for ensuring clear and transparent contract terms, particularly in standard business terms (AGB)
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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