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Managed Services Agreement
"I need a Managed Services Agreement for an IT service provider based in Austria to provide cloud infrastructure and cybersecurity services to our multinational company, starting March 2025, with strict GDPR compliance and provisions for 24/7 support across multiple time zones."
1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement and brief description of parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Services: Overview of services to be provided, referencing detailed service descriptions in schedules
5. Service Levels: High-level principles of service level commitments and remedies
6. Customer Obligations: Customer's responsibilities and requirements for service delivery
7. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
8. Governance and Change Control: Service management, reporting, and change procedures
9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
10. Intellectual Property Rights: IP ownership, licenses, and usage rights
11. Confidentiality: Protection and handling of confidential information
12. Liability and Insurance: Limitation of liability, indemnities, and insurance requirements
13. Term and Termination: Contract duration, renewal, and termination rights
14. Exit and Migration: Service transition and termination assistance
15. General Provisions: Standard boilerplate including governing law, notices, etc.
1. Personnel and Key Staff: Used when specific personnel requirements or key staff commitments are needed
2. Compliance and Audit: Added for regulated industries or when specific compliance requirements exist
3. Business Continuity: Include when service availability is critical or required by regulations
4. Force Majeure: Optional but recommended for long-term service arrangements
5. Anti-Bribery and Corruption: Required for international services or public sector contracts
6. Environmental Requirements: Include when services have environmental impact or for ESG compliance
7. Subcontracting: Include when provider will 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 levels, measurement, and service credits
3. Schedule 3 - Charges: Detailed pricing, charging model, and payment terms
4. Schedule 4 - Governance: Detailed governance procedures, meetings, and escalation process
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security policies and requirements
7. Schedule 7 - Business Continuity Plan: Disaster recovery and business continuity procedures
8. Schedule 8 - Exit Plan: Detailed exit management and transition requirements
9. Schedule 9 - Form of Change Order: Template for documenting agreed changes
10. Appendix A - Key Personnel: List of key staff and their roles
11. Appendix B - Approved Subcontractors: List of approved subcontractors if applicable
Authors
Agreement
Applicable Law
Authorized Representatives
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Controller
Customer Data
Customer Dependencies
Customer Environment
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Group Company
Intellectual Property Rights
Key Personnel
Key Performance Indicators
Maintenance Window
Material Breach
Minimum Service Levels
Notice Period
Operating Environment
Operational Change
Personal Data
Planned Maintenance
Processor
Project Plan
Related Agreements
Relevant Transfer
Reports
Resolution Time
Response Time
Service Credits
Service Levels
Services
Service Location
Service Provider Systems
Subcontractor
Term
Termination Assistance
Termination Date
Third Party Software
Transition Period
Transition Plan
Working Hours
Service Levels
Performance Monitoring
Change Control
Customer Obligations
Payment Terms
Invoicing
Price Adjustment
Service Credits
Intellectual Property
Confidentiality
Data Protection
Data Security
Audit Rights
Compliance
Personnel
Key Staff
Subcontracting
Governance
Reporting
Risk Allocation
Limitation of Liability
Indemnification
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Term
Termination Rights
Termination Consequences
Exit Management
Anti-Corruption
Assignment
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Variations
Third Party Rights
Information Technology
Telecommunications
Financial Services
Healthcare
Manufacturing
Professional Services
Retail
Energy
Transportation
Real Estate
Education
Public Sector
Legal
Procurement
Information Technology
Operations
Finance
Risk and Compliance
Vendor Management
Commercial
Service Delivery
Project Management
Chief Information Officer
Chief Technology Officer
Procurement Manager
Vendor Management Director
Legal Counsel
Contract Manager
Operations Director
Service Delivery Manager
Commercial Manager
Risk Manager
Compliance Officer
IT Director
Chief Financial Officer
Project Manager
Business Unit Head
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