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Master Service Agreement
"I need a Master Service Agreement for my Hong Kong-based technology company to provide cloud computing and IT support services to enterprise clients, with strong data protection provisions and service level commitments, planned to be effective from March 2025."
1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement and their specific meanings
4. Scope of Services: General framework for services to be provided, with specific services detailed in Schedules
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Ordering Process: Process for requesting and accepting specific services under the agreement
7. Fees and Payment: General payment terms, invoicing, and payment dispute procedures
8. Service Provider Obligations: Key obligations and standards of service delivery
9. Customer Obligations: Customer's responsibilities and cooperation requirements
10. Intellectual Property Rights: Ownership and licensing of IP in deliverables and pre-existing materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Hong Kong's Personal Data (Privacy) Ordinance and data handling requirements
13. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
14. Force Majeure: Events excusing performance and related procedures
15. General Provisions: Standard boilerplate including notices, assignment, amendments, governing law, etc.
1. Change Control: Include when services are complex or likely to require frequent modifications
2. Service Levels: Include when specific performance metrics will apply across all services
3. Business Continuity: Include for critical services requiring disaster recovery planning
4. Personnel: Include when service provider's staff will work closely with customer or on-site
5. Security Requirements: Include when services involve sensitive data or systems access
6. Compliance with Laws: Include detailed section when services are in regulated industries
7. Anti-Bribery: Include for high-value contracts or when dealing with public sector
8. Environmental, Social and Governance: Include when ESG compliance is important to the customer
9. Subcontracting: Include when service provider likely to use subcontractors
10. Import/Export Control: Include for international services or technology transfers
1. Schedule 1 - Service Description: Detailed description of specific services to be provided
2. Schedule 2 - Charges: Detailed pricing, rates, and charging mechanisms
3. Schedule 3 - Service Levels: Specific performance metrics and measurement methods
4. Schedule 4 - Customer Materials: List of items to be provided by customer
5. Schedule 5 - Data Processing Agreement: Detailed data protection terms if personal data is processed
6. Schedule 6 - Change Control Procedure: Detailed process for managing changes to services
7. Schedule 7 - Key Personnel: Named individuals critical to service delivery
8. Schedule 8 - Exit Plan: Transition arrangements at contract end
9. Appendix 1 - Form of Work Order: Template for ordering specific services
10. Appendix 2 - Security Requirements: Detailed security standards and procedures
Authors
Affiliate
Agreement
Applicable Law
Business Day
Charges
Confidential Information
Contract Year
Customer
Customer Materials
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Personal Data
Personnel
Project
Related Agreements
Renewal Term
Representatives
Service Credits
Service Levels
Services
Service Provider
Site
Specifications
Statement of Work
Subcontractor
Term
Third Party Materials
Work Order
Working Hours
Change Control Procedure
Completion Date
Consent
Control
Customer Dependencies
Disclosing Party
Documentation
Emergency
Fees
Go-Live Date
Implementation Services
Maintenance Services
Milestone
Operating Environment
Professional Services
Project Manager
Quality Standards
Receiving Party
Security Requirements
Service Location
Software
Support Services
System
Territory
Test
Virus
Warranty Period
Definitions
Term and Duration
Services Scope
Ordering Process
Service Levels
Change Control
Acceptance Testing
Fees and Payment
Invoicing
Performance Standards
Customer Obligations
Service Provider Obligations
Personnel
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Security
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Assignment and Novation
Dispute Resolution
Governing Law
Entire Agreement
Amendments
Notices
Severability
Third Party Rights
Anti-Bribery
Compliance with Laws
Business Continuity
Record Keeping
Reporting
Quality Control
Non-Solicitation
Non-Competition
Publicity
Step-In Rights
Set-Off
Further Assurance
Waiver
Relationship of Parties
Costs and Expenses
Technology & Software
Financial Services
Professional Services
Manufacturing
Telecommunications
Healthcare
Logistics & Supply Chain
Real Estate
Construction
Retail
Education
Media & Entertainment
Business Process Outsourcing
Consulting
Legal
Procurement
Finance
Operations
Commercial
Risk & Compliance
Business Development
Project Management
Account Management
Service Delivery
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Chief Operating Officer
Chief Financial Officer
Head of Legal
Head of Procurement
Business Development Director
Operations Manager
Risk Manager
Compliance Officer
Project Manager
Account Manager
Service Delivery Manager
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