The Managed Services Agreement is designed for use in commercial arrangements where one organization (the service provider) agrees to deliver ongoing operational services to another organization (the customer). This agreement is particularly crucial in the Australian business context, where it must comply with federal and state regulations while protecting both parties' interests. The document typically covers all aspects of service delivery, from initial transition to eventual termination, including detailed service descriptions, performance metrics, pricing mechanisms, and governance frameworks. It's especially relevant for technology services, business process outsourcing, and other operational support services where consistent, measureable service delivery is essential.
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1. Parties: Identifies and provides details of the contracting parties (service provider and customer)
2. Background: Sets out the context and purpose of the agreement, including the customer's requirements and provider's capabilities
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Renewal: Specifies initial term, renewal options and conditions for extension
5. Services: Outlines the core services to be provided, including scope, standards and service levels
6. Service Provider Obligations: Details the provider's key responsibilities, warranties and service delivery commitments
7. Customer Obligations: Specifies customer responsibilities, including access, information and cooperation requirements
8. Personnel: Addresses key personnel, qualifications, security requirements and personnel changes
9. Charges and Payment: Details fees, payment terms, invoicing procedures and pricing adjustments
10. Governance and Reporting: Establishes management structure, reporting requirements and review processes
11. Intellectual Property: Addresses ownership and licensing of pre-existing and created IP
12. Confidentiality: Protects confidential information of both parties
13. Data Protection and Privacy: Ensures compliance with privacy laws and establishes data handling requirements
14. Liability and Insurance: Sets liability limits, indemnities and insurance requirements
15. Termination: Details termination rights, processes and consequences
16. Exit and Transition: Manages service transition upon termination
17. Force Majeure: Addresses unforeseen events affecting service delivery
18. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Change Management: Required for complex services where formal change control procedures are needed
2. Business Continuity and Disaster Recovery: Essential for critical services requiring specific recovery commitments
3. Security Requirements: Needed when services involve sensitive systems or data
4. Compliance and Audit Rights: Important for regulated industries or when compliance certification is required
5. Service Credits: Used when financial consequences for service level failures are required
6. Third Party Contracts: Needed when service provider uses significant subcontractors
7. Equipment and Assets: Required when physical assets or equipment are provided as part of the services
8. Environmental Requirements: Important for services with environmental impact or sustainability requirements
9. Innovation and Continuous Improvement: Useful for long-term strategic relationships
1. Service Description: Detailed description of each service component and delivery requirements
2. Service Levels and KPIs: Specific performance metrics, measurement methods and reporting requirements
3. Pricing and Charging Model: Detailed pricing structure, rates, and charging mechanisms
4. Customer Dependencies: Detailed list of customer-provided items, facilities and services
5. Governance Procedures: Detailed procedures for service management, escalation and reporting
6. Security Policies: Specific security requirements and procedures
7. Business Continuity Plan: Detailed recovery procedures and timelines
8. Transition Plan: Detailed implementation and service transition requirements
9. Exit Plan: Detailed procedures for service termination and transition
10. Approved Subcontractors: List of approved third-party providers and their roles
11. Form of Service Change Request: Template for requesting and documenting service changes
12. Personnel Requirements: Specific qualifications, certifications and security clearances required
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