MSA Management Services Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
A Management Services Agreement (MSA) is essential when a company seeks to engage external management expertise or consolidate management functions across group companies. This document, governed by German law, establishes a comprehensive framework for the provision of management services while ensuring compliance with German legal requirements. The MSA Management Services Agreement typically includes detailed provisions on service scope, performance standards, compensation, liability limitations, and data protection obligations. It is particularly important in scenarios involving group restructuring, outsourcing of management functions, or engaging professional management services. The agreement must carefully address the independence of the service provider to avoid pseudo-employment issues under German law while ensuring effective service delivery and protection of both parties' interests.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Professional Services

Consulting

Manufacturing

Technology

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Automotive

Logistics

Industrial Services

Construction

Hospitality

Relevant Teams

Legal

Procurement

Operations

Finance

Compliance

Risk Management

Corporate Governance

Business Development

Human Resources

Project Management

Administration

Strategy

Relevant Roles

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

Industries
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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