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IT Master Services Agreement
"I need an IT Master Services Agreement governed by Malaysian law for a cloud services provider relationship with my fintech company, with strong data protection clauses and specific provisions for financial sector compliance, planned to commence from March 2025."
1. Parties: Identification of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and general purpose of the MSA
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Scope and Structure: Overview of services framework, relationship of MSA to Statement of Works (SOWs), and order of precedence
5. Appointment and Term: Formal appointment of service provider, commencement date, and duration of the agreement
6. Services: General obligations regarding service provision, service levels, and performance standards
7. Change Control: Process for requesting, documenting, and implementing changes to services or agreement terms
8. Charges and Payment: Pricing structure, payment terms, invoicing requirements, and dispute procedures
9. Data Protection and Security: Compliance with PDPA 2010, data security requirements, and confidentiality obligations
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP, including software and deliverables
11. Personnel and Resources: Requirements for service provider personnel, key personnel provisions, and resource management
12. Warranties and Representations: Standard and service-specific warranties, including authority, capacity, and service quality
13. Liability and Indemnities: Limitation of liability, exclusions, and mutual indemnifications
14. Force Majeure: Definition of force majeure events and consequences
15. Termination: Termination rights, process, and consequences
16. Exit and Migration: Exit management and transition assistance obligations
17. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Regulatory Compliance: Specific section for heavily regulated industries or when services involve specific regulatory requirements
2. Information Security: Detailed information security requirements when handling sensitive data or connecting to client systems
3. Business Continuity: Specific business continuity and disaster recovery requirements for critical services
4. Environmental, Social and Governance: ESG requirements when relevant to client's corporate policies or regulatory obligations
5. Anti-Bribery and Corruption: Detailed anti-corruption provisions for high-risk services or public sector clients
6. Parent Company Guarantee: When financial security is required from service provider's parent company
7. Source Code Escrow: When software development is involved and source code protection is required
8. Cloud Services: Specific provisions for cloud-based services including service availability and data location
9. Hardware Supply: When physical IT equipment supply is part of the services
1. Schedule 1 - Services Description: Detailed description of all services to be provided under the MSA
2. Schedule 2 - Service Levels: Service level agreements, KPIs, and measurement methodology
3. Schedule 3 - Charges: Detailed pricing, rate cards, and charging mechanisms
4. Schedule 4 - Change Control Procedure: Detailed process for managing changes to services or contract terms
5. Schedule 5 - Security Requirements: Detailed security policies, standards, and compliance requirements
6. Schedule 6 - Governance: Service management, reporting, and governance procedures
7. Schedule 7 - Form of Statement of Work: Template for project-specific Statements of Work
8. Schedule 8 - Exit Plan: Detailed exit management and transition requirements
9. Schedule 9 - Personnel: Key personnel, roles, responsibilities, and any transfer provisions
10. Schedule 10 - Approved Subcontractors: List of approved subcontractors and subcontracting terms
11. Appendix A - Technical Standards: Technical specifications and standards for service delivery
12. Appendix B - Business Continuity Plan: Details of business continuity and disaster recovery procedures
Authors
Affiliate
Agreement
Background IPR
Business Day
Change Control Procedure
Change Request
Charges
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Protection Laws
Deliverables
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Plan
Intellectual Property Rights
Key Personnel
Maintenance Window
Material Breach
Minimum Service Levels
Notice
Personal Data
Project Manager
Regulatory Requirements
Security Policy
Service Credits
Service Levels
Services
Software
Source Code
Statement of Work
Subcontractor
System
Term
Third Party Materials
Transition Period
Virus
Working Hours
Appointment
Duration
Service Provision
Service Levels
Customer Obligations
Personnel
Subcontracting
Change Control
Charges
Invoicing
Payment
Intellectual Property
Data Protection
Data Security
Confidentiality
Audit Rights
Performance Monitoring
Warranties
Indemnification
Liability
Insurance
Force Majeure
Business Continuity
Dispute Resolution
Termination
Exit Management
Assignment
Notices
Anti-Bribery
Compliance
Governing Law
Jurisdiction
Third Party Rights
Severability
Entire Agreement
Variation
Waiver
Information Technology
Banking and Financial Services
Healthcare
E-commerce
Telecommunications
Manufacturing
Government and Public Sector
Education
Retail
Insurance
Energy and Utilities
Professional Services
Media and Entertainment
Logistics and Supply Chain
Legal
Information Technology
Procurement
Information Security
Risk and Compliance
Finance
Operations
Digital Transformation
Vendor Management
Data Protection
Enterprise Architecture
Service Delivery
Chief Information Officer
Chief Technology Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
Information Security Officer
Technology Services Manager
Project Manager
Vendor Management Officer
Data Protection Officer
IT Operations Manager
Digital Transformation Director
Enterprise Architect
Service Delivery Manager
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