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MSA Management Services Agreement
"I need a Management Services Agreement (MSA) under Swiss law for my technology consulting firm to provide IT management services to a large retail chain, starting March 2025, with specific provisions for data protection and cybersecurity compliance."
1. Parties: Identification of the service provider and recipient, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and purpose of the management services arrangement
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Scope of Services: Detailed description of management services to be provided, including core responsibilities and deliverables
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Service Provider's Obligations: Specific duties, performance standards, and responsibilities of the service provider
7. Client's Obligations: Responsibilities and obligations of the client, including cooperation and information provision
8. Fees and Payment Terms: Compensation structure, payment schedule, expenses, and invoicing procedures
9. Intellectual Property Rights: Ownership and usage rights of IP created during service provision
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
12. Data Protection: Compliance with Swiss data protection laws and data handling procedures
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
15. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities, used when service provider may gain competitive advantage
2. Service Levels: Specific performance metrics and KPIs, used for quantifiable service requirements
3. Compliance with Laws: Specific regulatory compliance obligations, used in heavily regulated industries
4. Personnel: Requirements for key personnel and substitution rights, used when specific individuals are crucial
5. Subcontracting: Rights and limitations regarding use of subcontractors
6. Business Continuity: Disaster recovery and business continuity requirements, used for critical services
7. Exit Assistance: Transition support upon termination, used for complex service arrangements
8. Audit Rights: Client's rights to audit service provider's performance and compliance
9. Insurance: Specific insurance requirements beyond standard liability provisions
1. Schedule 1 - Services Description: Detailed specification of management services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, payment terms, and expense policies
3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and reporting requirements
4. Schedule 4 - Key Personnel: Identification and qualifications of key team members
5. Schedule 5 - Data Processing Agreement: Detailed data protection and processing requirements under Swiss law
6. Schedule 6 - Governance Procedures: Meeting schedules, reporting requirements, and escalation procedures
7. Schedule 7 - Form of Reports: Templates and formats for required service reports
8. Appendix A - Contact Details: Key contact information for both parties
9. Appendix B - Required Insurance Coverage: Specific insurance types and coverage amounts
Authors
Affiliate
Applicable Law
Business Day
Charges
Client
Client Data
Client Group
Commencement Date
Confidential Information
Control
Data Protection Laws
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Management Services
Material Breach
Notice
Personal Data
Project
Related Party
Reports
Service Level Agreement
Service Provider
Services
Staff
Subcontractor
Term
Territory
Working Hours
Work Product
Change Request
Dispute
Emergency
Fees
Governance Procedures
Performance Standards
Quarter
Service Credits
Service Levels
Termination Date
Recitals
Definitions
Scope of Services
Service Provider Obligations
Client Obligations
Term and Duration
Fees and Payment
Service Levels
Performance Standards
Key Personnel
Governance
Reporting Requirements
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Liability
Indemnification
Insurance
Force Majeure
Termination
Change Control
Assignment
Subcontracting
Audit Rights
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Waiver
Force Majeure
Business Continuity
Exit Management
Compliance with Laws
Anti-Corruption
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Professional Services
Retail
Hospitality
Energy
Construction
Transportation
Telecommunications
Legal
Finance
Operations
Procurement
Compliance
Risk Management
Corporate Governance
Business Development
Project Management
Commercial
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
General Counsel
Legal Director
Corporate Secretary
Head of Procurement
Commercial Director
Business Development Manager
Operations Manager
Contract Manager
Risk Manager
Compliance Officer
Management Consultant
Project Manager
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