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Term Service Agreement
"I need a Term Service Agreement for an IT managed services provider delivering cloud infrastructure maintenance and cybersecurity services to a Malaysian manufacturing company, with service levels and data protection requirements aligned with Malaysian law and starting from March 2025."
1. Parties: Identifies and provides full details of the contracting parties
2. Background: Sets out the context and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Scope of Services: Detailed description of the services to be provided
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Payment Terms: Fees, payment schedule, and payment methods
7. Service Provider's Obligations: Key responsibilities and commitments of the service provider
8. Client's Obligations: Key responsibilities and commitments of the client
9. Service Levels: Performance standards and metrics for service delivery
10. Confidentiality: Protection and handling of confidential information
11. Intellectual Property: Ownership and usage rights of IP created or used in services
12. Liability and Indemnification: Allocation of risks and responsibilities for damages
13. Termination: Circumstances and procedures for ending the agreement
14. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Data Protection: Required when personal data processing is involved in service delivery
2. Force Majeure: Addresses unforeseeable circumstances preventing performance
3. Insurance: Required when specific insurance coverage needs to be maintained
4. Anti-Corruption: Required for compliance with anti-bribery laws and regulations
5. Change Control: Needed when services may require modification during the term
6. Personnel Requirements: Used when specific staff qualifications or security clearances are required
7. Audit Rights: Important when client needs right to audit service provider's operations
8. Business Continuity: Required for critical services requiring disaster recovery planning
1. Schedule 1 - Service Description: Detailed specifications of services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement criteria
3. Schedule 3 - Pricing and Payment Schedule: Detailed breakdown of fees and payment terms
4. Schedule 4 - Contact Details and Escalation Matrix: Key personnel and communication protocols
5. Schedule 5 - Required Insurance Coverage: Specific insurance types and coverage amounts
6. Appendix A - Form of Change Order: Template for documenting agreed changes to services
7. Appendix B - Service Report Template: Standard format for service performance reporting
Authors
Business Day
Charges
Commencement Date
Confidential Information
Contract Year
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Performance Indicators
Material Breach
Notice
Personnel
Ringgit Malaysia
Services
Service Levels
Service Location
Specifications
Term
Territory
Working Hours
Change Request
Client Materials
Data Protection Laws
Emergency
Insolvency Event
Laws
Performance Report
Quality Standards
Records
Response Time
Service Credits
Service Provider Materials
Subcontractor
Term Extension
Third Party
Working Day
Recitals
Definitions
Interpretation
Term and Renewal
Service Scope
Service Standards
Performance Metrics
Payment Terms
Invoicing
Service Provider Obligations
Client Obligations
Personnel
Subcontracting
Quality Assurance
Monitoring and Reporting
Change Control
Intellectual Property
Confidentiality
Data Protection
Record Keeping
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Exit Management
Anti-Corruption
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Variation
Counterparts
Third Party Rights
Relationship of Parties
Information Technology
Professional Services
Facilities Management
Manufacturing
Healthcare
Telecommunications
Financial Services
Construction
Education
Energy
Logistics
Consulting
Legal
Operations
Procurement
Commercial
Risk and Compliance
Business Development
Project Management
Service Delivery
Account Management
Finance
Administration
Legal Counsel
Contract Manager
Operations Director
Procurement Manager
Commercial Director
Risk Manager
Compliance Officer
Business Development Manager
Project Manager
Service Delivery Manager
Account Manager
Chief Operating Officer
General Manager
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