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Master Service Agreement IT Services
"I need a Master Service Agreement for IT Services under Belgian law for my cybersecurity company to provide managed security services to financial institutions, with strong emphasis on GDPR compliance and data breach protocols."
1. Parties: Identification of contracting parties including registered offices, company numbers, and authorized representatives
2. Background: Context of the agreement, relationship between parties, and general purpose of the MSA
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Structure and Scope: Framework of the MSA, relationship with Statement of Works (SOWs), and scope of services
5. Service Provision: General obligations regarding service delivery, service standards, and acceptance procedures
6. Change Management: Procedures for requesting, implementing, and managing changes to services
7. Customer Obligations: Customer responsibilities, cooperation requirements, and prerequisites for service delivery
8. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and related financial provisions
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP, including software and deliverables
10. Data Protection and Security: GDPR compliance, data processing terms, security requirements, and confidentiality obligations
11. Liability and Insurance: Limitation of liability, indemnification provisions, and insurance requirements
12. Term and Termination: Contract duration, renewal terms, termination rights, and consequences of termination
13. Force Majeure: Definition of force majeure events and their consequences
14. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Personnel and Key Staff: Include when specific key personnel are critical to service delivery or when staff transfer/vetting requirements exist
2. Business Continuity and Disaster Recovery: Include for critical IT services requiring specific continuity guarantees
3. Transition and Exit: Include when complex transition arrangements are needed at start or end of services
4. Compliance and Audit Rights: Include when regulatory compliance is critical or when customer requires specific audit rights
5. Service Credits: Include when specific service level failures trigger financial penalties
6. Benchmarking: Include when market comparison of services and prices may be required
7. Anti-Bribery and Corruption: Include for high-value contracts or when dealing with public sector
8. Environmental and Social Responsibility: Include when sustainability or social responsibility commitments are required
1. Schedule 1 - Service Descriptions: Detailed description of each service category covered by the MSA
2. Schedule 2 - Service Levels: Service level definitions, measurement methods, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment terms
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details
5. Schedule 5 - Security Requirements: Information security standards and requirements
6. Schedule 6 - Governance and Reporting: Service management procedures, meetings, and reporting requirements
7. Schedule 7 - Form of Statement of Work: Template for individual Statements of Work under the MSA
8. Schedule 8 - Technical Standards: Technical specifications and standards for service delivery
9. Appendix A - Approved Subcontractors: List of pre-approved subcontractors and their roles
10. Appendix B - Contact Details: Key contacts and escalation procedures for both parties
Authors
Acceptance Criteria
Affiliate
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Confidential Information
Contract Year
Customer
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Documentation
Effective Date
Emergency Maintenance
Force Majeure Event
Good Industry Practice
Governance Body
Group
Implementation Plan
Intellectual Property Rights
Key Personnel
Maintenance Window
Material Breach
Milestone
Notice
Personal Data
Personnel
Project
Provider
Provider Systems
Regulatory Requirements
Relief Event
Schedule
Security Requirements
Service Credits
Service Hours
Service Levels
Services
Software
Statement of Work
Subcontractor
System
Term
Third Party Materials
Transition Period
Transition Plan
VAT
Virus
Working Day
Work Product
Service Provision
Service Levels
Change Control
Customer Obligations
Provider Obligations
Acceptance Testing
Payment
Invoicing
Data Protection
Data Security
Confidentiality
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Personnel
Subcontracting
Assignment and Novation
Dispute Resolution
Governance
Audit Rights
Compliance with Laws
Anti-Bribery
Record Keeping
Business Continuity
Disaster Recovery
Service Credits
Performance Monitoring
Benchmarking
Non-Solicitation
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Public Sector
Education
Energy and Utilities
Transportation and Logistics
Media and Entertainment
Legal
Information Technology
Procurement
Finance
Risk and Compliance
Information Security
Operations
Commercial
Vendor Management
Data Protection
Project Management Office
Chief Information Officer
IT Director
Procurement Manager
Legal Counsel
Contract Manager
IT Project Manager
Chief Technology Officer
Information Security Officer
Data Protection Officer
Service Delivery Manager
Commercial Director
Chief Financial Officer
Risk Manager
Vendor Manager
Operations Director
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