IT Master Services Agreement Template for India

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Key Requirements PROMPT example:

IT Master Services Agreement

"I need an IT Master Services Agreement for my software development company based in Bangalore to provide cloud migration and application development services to clients across India, with strong data protection clauses and flexible service ordering processes."

Document background
The IT Master Services Agreement (MSA) is a fundamental contractual framework used when establishing a long-term IT services relationship between a service provider and a client organization. This document, governed by Indian law, sets out the overarching terms and conditions that will apply to all IT services provided, while allowing for specific services to be detailed in individual service orders. It is particularly important in the Indian context due to specific regulatory requirements under the Information Technology Act, 2000, and related data protection rules. The MSA covers crucial elements such as service levels, pricing mechanisms, intellectual property rights, data protection obligations, and risk allocation, while ensuring compliance with Indian regulatory requirements. It is typically used when organizations plan to engage in multiple IT service arrangements over time and need a consistent governing framework that can accommodate various service types while maintaining standardized terms for key aspects like liability, confidentiality, and dispute resolution.
Suggested Sections

1. Parties: Identification of the contracting parties including registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services: General framework for services to be provided under the agreement

5. Service Orders: Process for requesting, approving and implementing specific services

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

7. Charges and Payment: Fee structure, payment terms, expenses, and invoicing procedures

8. Service Levels: Performance standards, measurement metrics, and remedies for non-performance

9. Data Protection and Privacy: Obligations regarding data handling, security measures, and compliance with privacy laws

10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Standard warranties regarding services, compliance, and authority to contract

13. Indemnification: Mutual indemnification obligations and procedures

14. Limitation of Liability: Caps on liability and excluded damages

15. Force Majeure: Events excusing performance and related procedures

16. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms

17. General Provisions: Standard boilerplate provisions including notices, assignment, and amendments

Optional Sections

1. Personnel and Key Resources: Required when specific personnel or resources are critical to service delivery

2. Security Requirements: Detailed security obligations, needed for handling sensitive data or systems

3. Disaster Recovery: Required for critical services requiring business continuity planning

4. Transition Services: Include when complex service transition in or out is anticipated

5. Compliance with Specific Regulations: Required for regulated industries or specific compliance requirements

6. Parent Company Guarantee: Include when financial backing from parent company is required

7. Insurance Requirements: Detailed insurance obligations for high-risk services

8. Source Code Escrow: Include when software development is a key component

9. Audit Rights: Detailed audit provisions for regulated industries or critical services

Suggested Schedules

1. Schedule A - Services Description: Detailed description of all services covered under the agreement

2. Schedule B - Service Levels and KPIs: Detailed service level metrics, measurement methods, and penalties

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

4. Schedule D - Governance and Escalation: Management structure, meeting cadence, and escalation procedures

5. Schedule E - Security Requirements: Detailed security protocols, standards, and compliance requirements

6. Schedule F - Standard Operating Procedures: Operational procedures and processes for service delivery

7. Schedule G - Approved Subcontractors: List of approved subcontractors and their roles

8. Schedule H - Form of Service Order: Template for individual service orders under the MSA

9. Appendix 1 - Technical Requirements: Technical specifications and requirements

10. Appendix 2 - Business Continuity Plan: Disaster recovery and business continuity procedures

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

Banking and Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Education

Government and Public Sector

Retail

Insurance

Professional Services

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk & Compliance

Finance

Operations

Vendor Management

Solutions & Architecture

Service Delivery

Commercial

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Procurement Manager

Legal Counsel

Contract Manager

Information Security Officer

Technology Program Manager

Vendor Management Lead

Risk & Compliance Manager

IT Operations Manager

Service Delivery Manager

Solutions Architect

Commercial Director

Chief Financial Officer

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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