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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."
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
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
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
Affiliate
Agreement
Applicable Law
Business Day
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
GDPR
Initial Term
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Milestones
Notice
Personal Data
Personnel
Processing
Project Manager
Renewal Term
Representatives
Schedule
Services
Service Credits
Service Levels
Service Provider
Statement of Work
Subcontractor
Term
Termination Date
Third Party
Working Hours
Work Product
Definitions
Term and Duration
Services Provision
Statements of Work
Service Levels
Performance Standards
Acceptance Testing
Change Control
Charges and Payment
Invoicing
Service Provider Obligations
Customer Obligations
Governance
Reporting
Key Personnel
Subcontracting
Intellectual Property Rights
Data Protection
Confidentiality
Security
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Termination Rights
Termination Consequences
Exit Management
Non-Solicitation
Assignment and Novation
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Anti-Bribery
Modern Slavery
Competition Law
Environmental Compliance
Health and Safety
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
Legal
Procurement
Operations
Finance
Compliance
Risk Management
Information Technology
Business Development
Account Management
Service Delivery
Commercial
Contract Management
Data Protection
Vendor Management
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
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