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Managed Services Master Service Agreement
"I need a Managed Services Master Service Agreement for my tech company to provide IT infrastructure management services to a large retail client, including data center operations and cloud services, with service levels that guarantee 99.9% uptime and strict data protection requirements."
1. 1. Parties: Identifies the contracting parties and their registered details
2. 2. Background: Sets out the context and purpose of the agreement
3. 3. Definitions and Interpretation: Defines key terms and interpretation rules
4. 4. Services: Describes the services to be provided and service levels
5. 5. Term and Termination: Duration of agreement and termination provisions
6. 6. Charges and Payment: Payment terms, invoicing, and fee structures
7. 7. Service Provider Obligations: Key obligations and responsibilities of the service provider
8. 8. Customer Obligations: Key obligations and responsibilities of the customer
9. 9. Intellectual Property Rights: IP ownership, licenses, and protections
10. 10. Confidentiality: Protection of confidential information
11. 11. Data Protection: Compliance with data protection laws
12. 12. Liability and Insurance: Limitation of liability and insurance requirements
1. Change Control: Procedures for managing changes to services - recommended for complex service arrangements with likely changes
2. Disaster Recovery: Business continuity and disaster recovery procedures - recommended for critical services or regulated industries
3. TUPE: Employment transfer provisions - required when service provision involves staff transfers
1. Schedule 1 - Services Description: Detailed description of services to be provided
2. Schedule 2 - Service Levels: Service level agreements and KPIs
3. Schedule 3 - Charges: Detailed pricing structure and payment terms
4. Schedule 4 - Data Processing Agreement: Detailed data processing terms and obligations
5. Schedule 5 - Change Control Procedure: Detailed process for managing changes
6. Schedule 6 - Key Personnel: Details of key staff involved in service delivery
7. Schedule 7 - Exit Plan: Procedures for service termination and transition
Authors
Acceptance Tests
Affiliate
Agreement
Background IPR
Business Day
Business Hours
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Customer Personal Data
Data Protection Legislation
Deliverables
Disaster Recovery Plan
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Losses
Managed Services
Material Breach
Milestone
Personal Data
Project Plan
Renewal Period
Representatives
Service Credits
Service Levels
Services
Service Provider
Service Provider Personnel
Service Recipients
Software
Specifications
Subcontractor
Term
Termination Date
Third Party Software
TUPE
Working Hours
Services Provision
Term and Duration
Service Levels
Charges and Payment
Invoicing
Customer Obligations
Service Provider Obligations
Change Control
Acceptance Testing
Key Personnel
Staff Transfer and TUPE
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Audit Rights
Anti-Bribery
Modern Slavery
Force Majeure
Liability and Indemnities
Insurance
Termination
Exit Management
Dispute Resolution
Assignment and Novation
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law and Jurisdiction
Business Continuity
Compliance with Laws
Warranties
Security Requirements
Disaster Recovery
Performance Monitoring
Reporting Requirements
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