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MSA Management Services Agreement
"I need an MSA Management Services Agreement under German law for our IT consulting firm to provide strategic management services to a manufacturing company, with particular emphasis on data protection compliance and clear provisions to avoid Scheinselbständigkeit issues."
1. Parties: Identification of the service provider and recipient company, including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', and 'Service Levels'
4. Scope of Services: Detailed description of management services to be provided, including key responsibilities and deliverables
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights including notice periods
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing procedures
7. Service Provider's Obligations: Key commitments, quality standards, and performance requirements
8. Client's Obligations: Support, access, and information to be provided by the client
9. Independence of Service Provider: Clear statements establishing the independent contractor relationship to avoid pseudo-employment issues
10. Intellectual Property Rights: Ownership and usage rights of existing and newly created IP
11. Confidentiality: Protection of business secrets and confidential information
12. Data Protection: GDPR compliance and data processing obligations
13. Liability and Indemnification: Limitation of liability and indemnification obligations
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
16. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities, used when service provider has access to sensitive business information
2. Service Levels: Specific performance metrics and KPIs, included when quantifiable performance standards are required
3. Audit Rights: Client's right to audit service provider's activities, included for regulated industries or when required by client's compliance policies
4. Insurance: Insurance requirements, included when services involve significant risks or client policy requires it
5. Business Continuity: Disaster recovery and business continuity requirements, important for critical services
6. Succession Planning: Provisions for knowledge transfer and succession, relevant for long-term strategic management services
7. Anti-Corruption Compliance: Specific anti-corruption provisions, important when dealing with public sector or regulated industries
8. Subcontracting: Terms for engaging subcontractors, included when subcontracting may be necessary
1. Schedule 1 - Scope of Services: Detailed description of specific management services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement methodologies
4. Schedule 4 - Key Personnel: List of key individuals providing the services and their qualifications
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and specifications
6. Schedule 6 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services
7. Schedule 7 - Reporting Requirements: Format, frequency, and content of required reports
8. Appendix A - Contact Details: Key contact persons and escalation procedures
9. Appendix B - Insurance Requirements: Specific insurance types and coverage amounts required
Authors
Applicable Law
Business Day
Client
Confidential Information
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Group Company
Initial Term
Intellectual Property Rights
Key Personnel
Management Services
Personal Data
Professional Fees
Quarter
Renewal Term
Reports
Service Levels
Service Provider
Services
Specified Currency
Subsidiary
Term
Territory
Third Party
Working Hours
Year
Change of Control
Compliance Requirements
Emergency
Material Breach
Performance Standards
Related Party
Senior Management
Service Credits
Service Location
Termination Date
Term
Termination
Payment
Invoicing
Performance Standards
Service Levels
Reporting
Independent Contractor Status
Personnel
Compliance
Confidentiality
Data Protection
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Non-Competition
Non-Solicitation
Audit Rights
Assignment
Subcontracting
Notice
Amendment
Severability
Entire Agreement
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Anti-Corruption
Records Retention
Business Continuity
Change Control
Tax
Professional Services
Consulting
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Automotive
Logistics
Industrial Services
Construction
Hospitality
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Corporate Governance
Business Development
Human Resources
Project Management
Administration
Strategy
Chief Executive Officer
Managing Director
Chief Financial Officer
Chief Operating Officer
Head of Legal
General Counsel
Corporate Secretary
Business Development Manager
Operations Manager
Procurement Manager
Contract Manager
Legal Counsel
Compliance Officer
Risk Manager
Project Manager
Management Consultant
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