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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."
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
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
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
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Change Control Procedure
Charges
Client
Client Data
Client Materials
Confidential Information
Data Protection Laws
Deliverables
Delivery Location
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Losses
Malicious Code
Material Breach
Milestone
Notice
Personal Data
Project Manager
Provider
Provider Systems
Related Documentation
Schedule
Security Requirements
Sensitive Personal Data
Service Credits
Service Levels
Service Order
Services
Software
Source Code
Specifications
Statement of Work
Subcontractor
Term
Third Party Materials
Time and Materials Basis
Transition Period
Transition Services
User
Work Product
Ordering Process
Performance Standards
Payment Terms
Data Protection
Confidentiality
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term and Termination
Service Levels
Change Control
Governance
Security Requirements
Personnel
Subcontracting
Compliance
Audit Rights
Insurance
Assignment
Non-Solicitation
Dispute Resolution
Notice Requirements
Transition Services
Business Continuity
Records and Reports
Remedies
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Information Technology
Banking and Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Education
Government and Public Sector
Retail
Insurance
Professional Services
Media and Entertainment
Legal
Information Technology
Procurement
Information Security
Risk & Compliance
Finance
Operations
Vendor Management
Solutions & Architecture
Service Delivery
Commercial
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
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