IT Master Services Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
The IT Master Services Agreement (MSA) is a foundational document used when establishing a long-term technology services relationship between a service provider and customer in Malaysia. It provides the overarching legal and commercial framework under which specific IT services can be commissioned through individual Statements of Work. This agreement is essential for organizations requiring ongoing IT services, incorporating Malaysian legal requirements including data protection (PDPA 2010), digital signatures, and electronic commerce regulations. The MSA covers crucial aspects such as service delivery standards, intellectual property rights, data security, pricing mechanisms, and risk allocation, while allowing flexibility to add or modify specific services over time. It's particularly suited for complex IT service arrangements where multiple projects or services may be required over an extended period.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Telecommunications

Manufacturing

Government and Public Sector

Education

Retail

Insurance

Energy and Utilities

Professional Services

Media and Entertainment

Logistics and Supply Chain

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk and Compliance

Finance

Operations

Digital Transformation

Vendor Management

Data Protection

Enterprise Architecture

Service Delivery

Relevant Roles

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

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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