IT Master Services Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The IT Master Services Agreement is designed for organizations seeking to establish a long-term framework for the procurement and delivery of IT services in the Netherlands. This agreement serves as the primary contract governing the overall service relationship, with specific services detailed in subsequent Statements of Work. It is particularly suited for complex IT service arrangements requiring Dutch law compliance, including GDPR and local data protection requirements. The document addresses key aspects such as service delivery, performance standards, data protection, intellectual property rights, and risk allocation, while providing flexibility to accommodate various IT service types. It is commonly used when a customer requires multiple IT services from a provider over time, ensuring consistent terms while allowing for service-specific variations through schedules and SOWs.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Software Development

Cloud Services

Telecommunications

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Public Sector

Education

Retail

Transportation

Energy

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Risk Management

Operations

Commercial

Finance

Data Protection

Vendor Management

Project Management

Service Delivery

Relevant Roles

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

Industries
Dutch Civil Code (Burgerlijk Wetboek): The fundamental source of Dutch contract law, particularly Book 6 (General Part of the Law of Obligations) and Book 7 (Specific Contracts), which govern contract formation, execution, and enforcement
EU General Data Protection Regulation (GDPR): Regulates the processing of personal data and data protection requirements, crucial for IT services agreements involving data processing
Dutch GDPR Implementation Act (Uitvoeringswet AVG): The Dutch national law implementing and supplementing the GDPR, providing specific local requirements for data protection
Dutch Telecommunications Act (Telecommunicatiewet): Regulates electronic communications services and networks, including provisions on security and privacy in electronic communications
Dutch Copyright Act (Auteurswet): Governs intellectual property rights in software, documentation, and other creative works that may be part of IT services
Database Act (Databankenwet): Protects the rights in databases, which is relevant for IT services involving database creation or management
Computer Crime Act III (Wet Computercriminaliteit III): Provides legal framework for cybercrime and security requirements, relevant for IT security obligations
Dutch DCC Rules on General Terms and Conditions: Specific provisions in the Dutch Civil Code (Articles 6:231-6:247) governing the use and enforceability of general terms and conditions
EU Electronic Commerce Directive (as implemented in Dutch law): Regulates aspects of electronic commerce and online services provision within the EU
Dutch Working Hours Act (Arbeidstijdenwet): Relevant for provisions regarding service delivery times and support hours in IT services agreements
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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