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Master Service Agreement
"I need a Master Service Agreement under Irish law for a software development company providing SaaS solutions to financial institutions across the EU, with particular emphasis on data protection and service level commitments, planned to take effect from March 2025."
1. Parties: Identifies and provides full legal details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Services: Describes the scope of services to be provided and service delivery requirements
5. Term and Termination: Specifies the duration of the agreement and termination rights
6. Charges and Payment: Details the fee structure, payment terms, and invoicing procedures
7. Service Levels: Establishes performance standards and metrics for service delivery
8. Data Protection and Security: Addresses GDPR compliance and data security requirements
9. Intellectual Property Rights: Allocates ownership and usage rights of IP
10. Confidentiality: Protects confidential information and trade secrets
11. Liability and Indemnification: Sets liability limits and indemnification obligations
12. Force Majeure: Addresses circumstances beyond parties' reasonable control
13. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution process
14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and amendments
1. Personnel and Key Personnel: Used when specific individuals are critical to service delivery or when personnel requirements need to be specified
2. Change Control: Include when services are likely to evolve or require formal change management procedures
3. Disaster Recovery: Important for critical services or when business continuity is essential
4. Insurance: Include when specific insurance requirements need to be detailed beyond general liability
5. Anti-Bribery and Corruption: Important for international services or when dealing with public sector
6. Environmental Compliance: Relevant for services with environmental impact or when required by industry regulations
7. Subcontracting: Include when service provider may need to engage subcontractors
8. Exit Management: Important for complex services requiring detailed transition arrangements
9. Service Credits: Include when financial penalties for service level failures are required
10. Audit Rights: Important when compliance verification or financial audits are necessary
1. Schedule 1 - Services Description: Detailed description of services, deliverables, and technical requirements
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
5. Schedule 5 - Personnel: Key personnel, qualifications, and personnel policies
6. Schedule 6 - Change Control Procedure: Detailed process for requesting and implementing changes
7. Schedule 7 - Security Requirements: Specific security standards, protocols, and compliance requirements
8. Schedule 8 - Transition Plan: Implementation and service transition requirements
9. Appendix A - Form of Work Order: Template for individual work orders under the MSA
10. Appendix B - Reports: Templates and requirements for service reporting
Authors
Agreement
Applicable Law
Background IP
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Protection Laws
Deliverables
Dispute
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Notice
Personal Data
Personnel
Project
Renewal Term
Representatives
Schedule
Services
Service Credits
Service Levels
Service Provider
Statement of Work
Subcontractor
Term
Termination Date
Third Party
VAT
Work Order
Working Hours
Services Scope
Term and Duration
Service Levels
Charges and Payment
Invoicing
Data Protection
Confidentiality
Intellectual Property
Personnel
Customer Obligations
Provider Obligations
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Change Control
Dispute Resolution
Assignment and Subcontracting
Audit Rights
Notices
Anti-Bribery and Corruption
Information Security
Business Continuity
Regulatory Compliance
Non-Solicitation
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Third Party Rights
Amendments
Counterparts
Relationship of Parties
Information Technology
Professional Services
Financial Services
Healthcare
Telecommunications
Manufacturing
Consulting
Business Process Outsourcing
Software and SaaS
Construction and Engineering
Legal Services
Cloud Services
Research and Development
Facilities Management
Legal
Procurement
Finance
Operations
Information Technology
Compliance
Risk Management
Commercial
Business Development
Project Management
Service Delivery
Account Management
General Counsel
Legal Director
Commercial Director
Procurement Manager
Contract Manager
Chief Financial Officer
Operations Director
IT Director
Compliance Officer
Risk Manager
Commercial Lawyer
Business Development Manager
Project Manager
Account Manager
Service Delivery Manager
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