MSA Agreement Template for Ireland

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Key Requirements PROMPT example:

MSA Agreement

"I need an MSA Agreement under Irish law for my IT consulting company acting as a service provider, with strong intellectual property protection clauses and flexibility to add multiple Statements of Work for different cloud services projects starting from January 2025."

Document background
The Master Services Agreement (MSA Agreement) under Irish law is designed for businesses seeking to establish a long-term service relationship with clear, consistent governance. It is particularly suited for situations where services will be provided on an ongoing basis or through multiple projects over time. The document creates a framework that eliminates the need to negotiate standard terms repeatedly for each new service engagement, while providing flexibility through Statements of Work for specific services. This approach, common in Irish and European business practice, ensures compliance with both Irish commercial law and EU regulations, particularly regarding data protection, electronic commerce, and consumer protection. The MSA Agreement typically includes comprehensive terms covering service delivery, performance standards, risk allocation, intellectual property rights, and dispute resolution, making it a crucial document for businesses operating in or expanding into Ireland.
Suggested Sections

1. Parties: Identification of the contracting parties with full legal names and registered addresses

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. Structure and Scope: Framework of the MSA and how specific services will be engaged through Statements of Work

5. Services: General terms regarding service delivery, standards, and acceptance criteria

6. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

7. Charges and Payment: Pricing principles, payment terms, invoicing procedures, and related financial matters

8. Service Provider Obligations: Key responsibilities and commitments of the service provider

9. Customer Obligations: Key responsibilities and commitments of the customer

10. Change Control: Process for requesting and implementing changes to services or agreement terms

11. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP

12. Confidentiality: Protection and handling of confidential information

13. Data Protection: GDPR compliance and data processing obligations

14. Liability and Insurance: Limitation of liability, indemnities, and insurance requirements

15. Force Majeure: Handling of events beyond reasonable control

16. Dispute Resolution: Process for resolving disagreements and jurisdictional matters

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Service Levels: Detailed service level agreements and performance metrics, used when specific performance standards need to be contractually enforced

2. Business Continuity and Disaster Recovery: Requirements for service continuation during disruptions, important for critical services

3. Security Requirements: Specific security protocols and requirements, essential for services involving sensitive data or systems

4. Audit Rights: Customer's rights to audit service provider's compliance and performance, important for regulated industries

5. Personnel: Specific requirements for service provider's staff, including qualifications and vetting

6. Anti-Bribery and Corruption: Specific provisions for compliance with anti-corruption laws, important for international services

7. Environmental and Social Responsibility: Sustainability and social responsibility requirements, important for companies with ESG commitments

8. Export Control: Provisions dealing with international trade restrictions, necessary for cross-border services

9. Transition and Exit: Detailed provisions for service transition at start and end of the agreement, important for complex service arrangements

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of the types of services that may be provided under the MSA

2. Schedule 2 - Charges and Pricing: Detailed pricing structure, rate cards, and payment terms

3. Schedule 3 - Service Levels and Service Credits: Detailed performance metrics and associated service credit regime

4. Schedule 4 - Change Control Procedure: Detailed process for implementing changes to services or agreement

5. Schedule 5 - Form of Statement of Work: Template for individual Statements of Work to be used under the MSA

6. Schedule 6 - Data Processing Agreement: Detailed terms for GDPR compliance and data processing activities

7. Schedule 7 - Security Requirements: Detailed security protocols and requirements

8. Schedule 8 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

9. Schedule 9 - Key Personnel: List of key personnel and their roles

10. Appendix A - Technical Requirements: Technical specifications and requirements for service delivery

11. Appendix B - Approved Subcontractors: List of pre-approved subcontractors and their approved services

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

Information Technology

Professional Services

Financial Services

Healthcare

Telecommunications

Manufacturing

Consulting

Cloud Services

Business Process Outsourcing

Software Development

Facilities Management

Legal Services

Healthcare Technology

Digital Marketing

Engineering Services

Relevant Teams

Legal

Procurement

Operations

Finance

Compliance

Risk Management

Information Technology

Business Development

Account Management

Service Delivery

Commercial

Contract Management

Data Protection

Vendor Management

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Legal Officer

General Counsel

Commercial Director

Procurement Manager

Contract Manager

Legal Counsel

Operations Director

Chief Financial Officer

Project Manager

Account Manager

Vendor Manager

Risk Manager

Compliance Officer

Data Protection Officer

Business Development Director

Service Delivery Manager

Industries
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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