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Managed Services Agreement
"I need a Managed Services Agreement for an IT service provider based in Karachi to provide cloud infrastructure and cybersecurity services to our retail business, with service commencement planned for March 2025 and specific provisions for data protection and disaster recovery."
1. Parties: Identification and details of the contracting parties including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Services: Overview of services to be provided, with reference to detailed service descriptions in schedules
5. Service Levels: Key performance indicators, measurement methods, and consequences of failure to meet service levels
6. Customer Obligations: Responsibilities and obligations of the customer to enable service delivery
7. Charges and Payment: Fee structure, payment terms, invoicing process, and late payment consequences
8. Staff and Resources: Provider's personnel commitments, key personnel provisions, and resource management
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
10. Data Protection and Security: Data handling obligations, security requirements, and compliance measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
13. Term and Termination: Contract duration, renewal provisions, and termination rights
14. Exit and Migration: Procedures for service transition upon contract termination
15. Force Majeure: Rights and obligations during events beyond reasonable control
16. Governing Law and Dispute Resolution: Applicable law, jurisdiction, and dispute resolution procedures
17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Regulatory Compliance: Include when services are subject to specific regulatory requirements or industry standards
2. Business Continuity and Disaster Recovery: Include for critical services requiring specific recovery time objectives
3. Environmental Compliance: Include when services have significant environmental impact or sustainability requirements
4. Anti-Bribery and Corruption: Include for high-value contracts or when dealing with government entities
5. Change Control: Include when services are likely to require frequent modifications or updates
6. Parent Company Guarantee: Include when additional financial security is required
7. Service Credits: Include when financial penalties for service level failures are required
8. Benchmarking: Include when periodic service and price comparison with market is desired
9. Step-In Rights: Include for critical services where customer may need to take over operations
10. Subcontracting: Include when provider is likely to use subcontractors for service delivery
1. Schedule 1 - Service Description: Detailed description of all services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, measurement methods, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Customer Dependencies: Detailed list of customer obligations and dependencies
5. Schedule 5 - Implementation Plan: Transition and implementation timeline and milestones
6. Schedule 6 - Security Requirements: Detailed security policies and procedures
7. Schedule 7 - Governance and Reporting: Service management procedures, meeting schedules, and reporting requirements
8. Schedule 8 - Staff and Key Personnel: Details of key staff, roles, and responsibilities
9. Schedule 9 - Exit Plan: Detailed procedures for contract termination and service transition
10. Schedule 10 - Technical Standards: Technical specifications and standards to be followed
11. Appendix A - Form of Change Order: Template for documenting and approving changes to services
12. Appendix B - Approved Subcontractors: List of approved subcontractors and their scope of work
Authors
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Customer Equipment
Customer Materials
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
Key Performance Indicators
Managed Services
Material Breach
Milestone
Notice
Operating Environment
Parties
Personal Data
Personnel
Planned Maintenance
Project Manager
Related Agreements
Renewal Term
Reports
Required Consents
Security Policy
Service Credits
Service Levels
Service Provider
Service Provider Equipment
Service Provider Software
Service Requirements
Services
Site
Specifications
Subcontractor
Term
Termination Date
Third Party Software
Transition Period
Transition Plan
Working Hours
Services Scope
Service Levels
Implementation
Customer Obligations
Provider Obligations
Charges and Payment
Invoicing
Performance Monitoring
Change Control
Staff and Resources
Key Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Security
Audit Rights
Warranties
Liability
Indemnification
Insurance
Force Majeure
Term and Duration
Suspension
Termination
Exit Management
Business Continuity
Disaster Recovery
Governance
Regulatory Compliance
Anti-Corruption
Assignment and Novation
Dispute Resolution
Notices
Governing Law
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Information Technology
Telecommunications
Business Process Outsourcing
Healthcare
Financial Services
Manufacturing
Energy
Retail
Education
Professional Services
Logistics and Supply Chain
Real Estate
Legal
Procurement
Information Technology
Operations
Finance
Risk and Compliance
Vendor Management
Project Management Office
Service Delivery
Technical Operations
Security
Business Development
Chief Executive Officer
Chief Information Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Procurement Manager
Vendor Management Director
Legal Counsel
Contract Manager
Operations Manager
Service Delivery Manager
IT Director
Risk Manager
Compliance Officer
Project Manager
Technical Operations Lead
Finance Director
Business Unit Head
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