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IT Master Services Agreement
"I need an IT Master Services Agreement under Dutch law for my software development company to provide cloud services and custom software development to enterprise clients in the healthcare sector, with specific focus on GDPR compliance and data security requirements."
1. Parties: Identification of contracting parties with full legal entities details
2. Background: Context of the agreement and brief description of parties' business relationship
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Scope of Services: General framework for services to be provided under the agreement
5. Statement of Work Process: Process for creating, approving and executing individual Statements of Work
6. Service Provider Obligations: Core obligations of the service provider including quality standards and performance requirements
7. Customer Obligations: Customer's responsibilities and requirements for enabling service delivery
8. Personnel: Requirements for service provider's personnel, including qualifications and security clearance
9. Charges and Payment: Pricing structure, payment terms, invoicing process, and related financial provisions
10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
11. Data Protection and Security: GDPR compliance, data processing terms, and information security requirements
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnities: Limitation of liability, indemnification obligations, and risk allocation
14. Term and Termination: Contract duration, renewal terms, and termination rights
15. Exit and Migration: Obligations upon termination including service transition and data return
16. Force Majeure: Events excusing performance and related procedures
17. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Insurance: Specific insurance requirements - include when services involve significant risks or high-value deliverables
2. Service Credits: Financial compensation mechanism for service level failures - include when using detailed SLAs
3. Benchmark: Provisions for comparing services and prices against market - include for long-term or high-value contracts
4. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
5. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include when dealing with public sector or international services
6. Parent Company Guarantee: Guarantee from service provider's parent company - include when contracting with subsidiary entities
7. Source Code Escrow: Software source code escrow arrangements - include when licensing custom software
8. Audit Rights: Extended audit and inspection rights - include for regulated industries or critical services
1. Service Descriptions: Detailed descriptions of each service category offered under the agreement
2. Service Levels: Service level agreements (SLAs) with performance metrics and measurement methods
3. Charges: Detailed pricing, rate cards, and charging mechanisms
4. Security Requirements: Specific security protocols, standards, and requirements
5. Data Processing Agreement: Detailed GDPR-compliant data processing terms and requirements
6. Form of Statement of Work: Template for individual statements of work
7. Change Control Procedure: Process for managing changes to services or contract terms
8. Approved Subcontractors: List of pre-approved subcontractors and their authorized services
9. Business Continuity Plan: Detailed disaster recovery and business continuity procedures
10. Governance and Escalation: Service management, reporting, and issue escalation procedures
Authors
Acceptance Criteria
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Confidential Information
Customer
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Losses
Material Breach
Milestone
Notice
Personal Data
Processing
Project
Service Credits
Service Levels
Services
Service Provider
Software
Source Code
Specifications
Statement of Work
Subcontractor
Term
Third Party Materials
Virus
Working Day
Work Product
Support Services
Service Hours
Response Time
Resolution Time
Root Cause Analysis
Security Requirements
Service Location
System
Technical Specifications
Transition Period
Transition Plan
Exit Plan
Critical Service Levels
Performance Reports
Maintenance Window
Incident
Emergency Maintenance
Planned Maintenance
Integration
Interface
API
Development Environment
Production Environment
Test Environment
Backup
Recovery Point Objective
Recovery Time Objective
Change Request
Acceptance Tests
Business Requirements
Service Disruption
Service Window
Update
Upgrade
Version
Workaround
Services Scope
Statement of Work
Service Levels
Service Provider Obligations
Customer Obligations
Personnel
Subcontracting
Charges
Invoicing
Payment Terms
Intellectual Property Rights
Data Protection
GDPR Compliance
Information Security
Confidentiality
Non-solicitation
Performance Monitoring
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term
Termination
Suspension Rights
Exit Management
Change Control
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Anti-Corruption
Business Continuity
Disaster Recovery
Service Credits
Benchmarking
Root Cause Analysis
Acceptance Testing
Knowledge Transfer
Source Code Escrow
Security Clearance
Service Reporting
Relationship Management
Environmental Compliance
Information Technology
Software Development
Cloud Services
Telecommunications
Financial Services
Healthcare
E-commerce
Manufacturing
Professional Services
Public Sector
Education
Retail
Transportation
Energy
Media and Entertainment
Legal
Information Technology
Procurement
Information Security
Compliance
Risk Management
Operations
Commercial
Finance
Data Protection
Vendor Management
Project Management
Service Delivery
Chief Information Officer
IT Director
Chief Technology Officer
Procurement Manager
Legal Counsel
Contract Manager
IT Service Manager
Information Security Officer
Data Protection Officer
Project Manager
Operations Director
Risk Manager
Compliance Officer
Commercial Director
Technical Account Manager
Vendor Manager
Business Relationship Manager
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