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MSA Management Services Agreement
"I need an MSA Management Services Agreement under Belgian law for a technology consulting firm providing senior management services to a manufacturing company, with specific provisions for intellectual property protection and performance-based compensation starting March 2025."
1. Parties: Identification of the contracting parties - the company receiving services and the management service provider
2. Background: Context of the agreement, relationship between parties, and purpose of the management services arrangement
3. Definitions: Key terms used throughout the agreement, including Services, Fees, Effective Date, etc.
4. Appointment and Scope of Services: Detailed description of management services to be provided and confirmation of appointment
5. Term and Duration: Period of the agreement, including start date and any renewal provisions
6. Service Provider's Obligations: Key responsibilities, performance standards, and commitments of the management service provider
7. Company's Obligations: Support, information, and resources to be provided by the company
8. Fees and Payment Terms: Compensation structure, payment schedule, expenses, and VAT provisions
9. Independence and Status: Confirmation of independent contractor status and not employment relationship
10. Intellectual Property Rights: Ownership and usage rights of IP created during service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data processing obligations
13. Liability and Indemnification: Limitation of liability and indemnification provisions
14. Termination: Grounds for termination, notice periods, and consequences of termination
15. Post-Termination Obligations: Continuing obligations after agreement ends
16. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Non-Competition: Restrictions on competing activities, used when service provider has access to sensitive business information
2. Insurance: Requirements for professional liability insurance, used when services carry significant risks
3. Corporate Governance: Specific provisions for corporate decision-making, used when service provider has director/officer role
4. Performance Metrics: KPIs and performance evaluation criteria, used when compensation includes performance-based elements
5. Succession Planning: Provisions for transition of services, used in long-term strategic relationships
6. Force Majeure: Provisions for unforeseen circumstances, used when service continuity is critical
7. Anti-Corruption: Compliance with anti-corruption laws, used when services involve public sector or high-risk markets
8. Assignment of Personnel: Rules about which individuals can provide services, used when specific expertise is required
1. Schedule 1 - Services Description: Detailed breakdown of management services to be provided
2. Schedule 2 - Fee Schedule: Detailed fee structure, including base fees, variable components, and expenses
3. Schedule 3 - Key Personnel: Identification of key individuals providing services and their qualifications
4. Schedule 4 - Service Levels: Specific performance standards and metrics
5. Schedule 5 - Company Policies: Relevant company policies applicable to service provider
6. Appendix A - Power of Attorney: If required for specific management functions
7. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms
8. Appendix C - Insurance Requirements: Detailed insurance coverage requirements
Authors
Affiliate
Applicable Law
Business Day
Company
Company Group
Confidential Information
Data Protection Laws
Effective Date
Fee
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Management Services
Material Breach
Notice
Personal Data
Professional Standards
Quarter
Service Provider
Service Level Requirements
Service Recipient
Services
Steering Committee
Term
Territory
Third Party
VAT
Working Hours
Year
Deliverables
Expenses
Performance Metrics
Representatives
Service Commencement Date
Termination Date
Business Plan
Change Control
Dispute
Group Company
Management Reports
Professional Indemnity Insurance
Related Persons
Service Provider Personnel
Interpretation
Appointment
Term and Duration
Services Scope
Service Provider Obligations
Company Obligations
Fees and Payment
Expenses
Performance Standards
Reporting Requirements
Independence Status
Personnel
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Representations and Warranties
Liability and Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Corporate Governance
Tax Compliance
Anti-Corruption
Record Keeping
Audit Rights
Business Continuity
Regulatory Compliance
Change Control
Partnership Disclaimer
Third Party Rights
Professional Services
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Construction
Energy
Telecommunications
Consulting
Industrial
Automotive
Logistics
Education
Legal
Finance
Human Resources
Compliance
Procurement
Risk Management
Corporate Governance
Operations
Business Development
Strategy
Administration
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Secretary
Legal Counsel
Compliance Officer
HR Director
Operations Director
Contract Manager
Procurement Manager
Risk Manager
Business Development Director
Strategy Director
Board Member
General Counsel
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