Cloud Managed Services Agreement Template for England and Wales

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Key Requirements PROMPT example:

Cloud Managed Services Agreement

"I need a Cloud Managed Services Agreement for my fintech startup to engage a cloud provider for managing our payment processing infrastructure, with specific focus on FCA compliance and data security requirements, planned to commence from March 2025."

Document background
The Cloud Managed Services Agreement is essential for organizations engaging external providers to manage their cloud infrastructure and related services. This contract type, governed by English and Welsh law, establishes clear parameters for service delivery, performance standards, and regulatory compliance, particularly with UK GDPR and data protection requirements. It's designed to protect both service providers and customers while ensuring clear accountability for service delivery, data security, and operational management of cloud-based services.
Suggested Sections

1. Parties: Identification of contracting parties and their legal details

2. Background: Context of the agreement and high-level description of services

3. Definitions: Defined terms used throughout the agreement

4. Services: Detailed description of cloud services and managed services to be provided

5. Service Levels: Performance standards, metrics, and measurement methods

6. Charges and Payment: Pricing, payment terms, and invoicing procedures

7. Data Protection: Compliance with data protection laws and data handling requirements

8. Security: Security requirements and procedures

9. Intellectual Property Rights: Ownership and usage rights of IP

10. Confidentiality: Protection of confidential information

11. Liability and Indemnities: Limitation of liability and indemnification provisions

12. Term and Termination: Duration and termination provisions

13. General: Standard boilerplate provisions

Optional Sections

1. Change Control: Procedures for managing changes to services - recommended for complex service arrangements

2. Disaster Recovery: DR and business continuity provisions - recommended for business-critical services

3. Staff and Key Personnel: Requirements for service delivery team - recommended when specific personnel are crucial

4. Exit Management: Detailed exit provisions - recommended for complex or critical services

5. Customer Dependencies: Customer obligations and requirements - recommended when significant customer input is needed

Suggested Schedules

1. Service Description: Detailed technical specifications of services

2. Service Levels: Detailed SLAs, KPIs, and measurement methods

3. Charges: Detailed pricing structure and calculations

4. Data Processing Agreement: Detailed data protection provisions

5. Security Requirements: Detailed security specifications and procedures

6. Business Continuity Plan: Detailed DR and business continuity procedures

7. Exit Plan: Detailed exit management procedures

8. Form of Change Order: Template for documenting changes

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
Relevant Teams
Relevant Roles
Industries

UK GDPR: Key data protection regulation governing the processing of personal data in the UK, including requirements for data controllers and processors, data subject rights, and cross-border data transfers

Data Protection Act 2018: The UK's implementation of data protection laws, complementing the UK GDPR and providing additional data protection requirements specific to the UK

Privacy and Electronic Communications Regulations (PECR): Regulations governing electronic communications, cookies, and direct marketing activities

Consumer Rights Act 2015: Primary consumer protection legislation in the UK, covering contracts for goods, services, and digital content (relevant for B2C arrangements)

Consumer Contracts Regulations 2013: Regulations providing specific protection for consumers in distance selling and off-premises contracts

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in contracts, particularly exclusion and limitation clauses

Network and Information Systems Regulations 2018: Regulations ensuring security of network and information systems, particularly relevant for digital service providers

Computer Misuse Act 1990: Legislation dealing with cybercrime and unauthorized access to computer systems

Electronic Commerce Regulations 2002: Regulations governing electronic commerce activities, including requirements for online service providers

Electronic Communications Act 2000: Legislation providing legal framework for electronic signatures and electronic communications

Contracts (Rights of Third Parties) Act 1999: Legislation governing when third parties can enforce terms of a contract

Export Control Act 2002: Legislation controlling the export of goods, technology, and technical assistance, including cloud services

TUPE Regulations 2006: Regulations protecting employees' rights when a business or service transfers to a new provider

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in the UK

Trade Marks Act 1994: Legislation governing trademark protection and registration in the UK

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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