1. Parties: Identification and details of the service provider and client, including registered addresses and company registration numbers
2. Background: Context of the agreement, brief description of the parties' business and purpose of the managed services arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement to ensure clarity and consistent interpretation
4. Services Scope: Detailed description of the managed services to be provided, including core deliverables and service boundaries
5. Term and Renewal: Duration of the agreement, commencement date, and renewal provisions
6. Service Provider Obligations: Key responsibilities and commitments of the service provider in delivering the managed services
7. Client Obligations: Responsibilities and commitments of the client, including provision of access, information, and cooperation
8. Service Levels: Performance standards, KPIs, and measurement methodology
9. Charges and Payment: Fee structure, payment terms, invoicing process, and tax considerations
10. Governance and Reporting: Management structure, reporting requirements, and review processes
11. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
12. Confidentiality: Protection and handling of confidential information
13. Data Protection: Compliance with data protection requirements and data handling procedures
14. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification provisions
15. Force Majeure: Provisions for handling events beyond reasonable control
16. Termination: Grounds for termination, notice periods, and consequences of termination
17. Exit and Migration: Procedures for service transition upon contract end
18. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and dispute resolution
