Managed Services Master Service Agreement Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Managed Services Master Service Agreement is designed for organizations requiring a robust legal framework for the provision of ongoing managed services in England and Wales. It serves as the primary contract governing the service relationship, detailing service scope, performance metrics, pricing structures, and operational procedures. This agreement is particularly crucial for complex service arrangements where consistent delivery, clear accountability, and regulatory compliance are essential. The MSA structure allows for flexibility through schedules while maintaining a stable core agreement, making it suitable for long-term service partnerships across various industries.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Industries

Contracts (Rights of Third Parties) Act 1999: Key legislation governing how third parties may enforce terms of a contract in England and Wales

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

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving the supply of goods and services

Late Payment of Commercial Debts (Interest) Act 1998: Provides for statutory interest on late payments in commercial transactions

UK General Data Protection Regulation (UK GDPR): Primary data protection legislation governing the processing of personal data in the UK

Data Protection Act 2018: Implements and supplements the UK GDPR, providing the UK's data protection framework

Privacy and Electronic Communications Regulations (PECR): Regulations covering electronic communications, marketing, and the use of cookies

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when business ownership or service provision changes hands

Employment Rights Act 1996: Primary legislation governing employment rights in the UK, relevant for staff transfers

Copyright, Designs and Patents Act 1988: Main UK legislation covering intellectual property rights and their protection

Trade Marks Act 1994: Governs the registration and protection of trademarks in the UK

Consumer Rights Act 2015: Primary consumer protection legislation, applicable if services have consumer elements

Network and Information Systems Regulations 2018: Legislation governing cybersecurity and network security requirements

Financial Services and Markets Act 2000: Primary legislation for financial services regulation, relevant if services involve financial activities

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic commerce and online service provision

Bribery Act 2010: Anti-corruption legislation requiring adequate procedures to prevent bribery

Modern Slavery Act 2015: Requires larger organizations to ensure supply chains are free from slavery and human trafficking

Competition Act 1998: Prohibits anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Supplements competition law and provides for market investigations

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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