Software Master Services Agreement for Germany

Software Master Services Agreement Template for Germany

A comprehensive agreement governed by German law that establishes the framework for ongoing software services between a service provider and a client. This document addresses key aspects including service delivery, performance standards, data protection under GDPR, intellectual property rights, and liability provisions in accordance with German civil and commercial codes. It includes detailed terms for service levels, payment structures, and compliance requirements while incorporating necessary data protection and security measures specific to the German legal framework.

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What is a Software Master Services Agreement?

The Software Master Services Agreement serves as the primary contractual framework for establishing and managing long-term software service relationships between providers and clients under German law. This document is typically used when a company requires ongoing software services, maintenance, or development work from an external provider. It incorporates essential provisions required by German legislation, including BGB (Civil Code) and GDPR compliance requirements, while establishing comprehensive terms for service delivery, performance standards, data protection, intellectual property rights, and risk allocation. The agreement is designed to be flexible enough to accommodate various types of software services while providing sufficient structure to protect both parties' interests and ensure regulatory compliance.

What sections should be included in a Software Master Services Agreement?

1. Parties: Identification of contracting parties with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement defined for clarity and consistency

4. Scope of Services: Detailed description of software services to be provided, including general obligations

5. Service Levels: Performance standards, metrics, and measurement methods for the services

6. Fees and Payment Terms: Pricing structure, payment schedule, invoicing procedures, and late payment consequences

7. Term and Termination: Duration of agreement, renewal terms, and termination rights and procedures

8. Data Protection and Security: GDPR compliance measures, data processing terms, and security requirements

9. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly developed materials

10. Confidentiality: Protection of confidential information, usage restrictions, and disclosure obligations

11. Warranties and Representations: Service quality guarantees and compliance with laws and regulations

12. Liability and Indemnification: Limitation of liability, exclusions, and indemnification obligations

13. Force Majeure: Circumstances excusing performance and related procedures

14. General Provisions: Standard legal provisions including notices, assignment, severability, and entire agreement

What sections are optional to include in a Software Master Services Agreement?

1. Change Management: Procedures for requesting and implementing changes to services or terms, used when frequent changes are expected

2. Disaster Recovery: Business continuity and disaster recovery procedures, important for critical software services

3. Personnel Requirements: Specific requirements for service provider's personnel, including qualifications and security clearance

4. Audit Rights: Customer's rights to audit service provider's compliance and performance, crucial for regulated industries

5. Third-Party Services: Terms governing use of subcontractors or third-party services, needed when subcontracting is permitted

6. Export Control: Compliance with export control laws, necessary for international service provision

7. Source Code Escrow: Terms for source code escrow arrangements, important for business-critical software

8. Training and Support: Specific terms for training and support services, when these are key components

What schedules should be included in a Software Master Services Agreement?

1. Schedule 1 - Service Description: Detailed technical specifications and scope of software services

2. Schedule 2 - Service Levels: Detailed SLA metrics, measurement methods, and remedies

3. Schedule 3 - Pricing and Payment: Detailed fee structure, rates, and payment terms

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and procedures

5. Schedule 5 - Security Requirements: Detailed security protocols and compliance requirements

6. Schedule 6 - Support Services: Support level definitions and response times

7. Appendix A - Authorized Subcontractors: List of approved third-party service providers

8. Appendix B - Technical Infrastructure: Technical requirements and specifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Cloud Services

Financial Services

Healthcare

E-commerce

Manufacturing

Professional Services

Telecommunications

Education

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Risk Management

Vendor Management

Compliance

Software Development

Project Management

Relevant Roles

Chief Technology Officer

Chief Information Officer

IT Director

Legal Counsel

Procurement Manager

Information Security Officer

Software Development Manager

Vendor Management Director

Contract Manager

Data Protection Officer

IT Project Manager

Risk Management Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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