The Master Service Agreement is designed for business relationships where one party will provide ongoing services to another under Danish law jurisdiction. It is particularly useful when parties anticipate multiple service engagements over time and want to avoid negotiating basic terms repeatedly. The agreement establishes standard commercial and legal terms including liability, intellectual property rights, data protection, and payment terms, while allowing flexibility through service-specific schedules. This approach is especially valuable for complex service relationships in Denmark where GDPR compliance and EU regulations must be considered alongside Danish contract law. The MSA typically includes provisions for service levels, change management, and governance structures, making it suitable for both straightforward and sophisticated service arrangements.
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Key Requirements PROMPT example:
Master Service Agreement
1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between the parties, and general purpose of the MSA
3. Definitions: Comprehensive list of defined terms used throughout the agreement and service schedules
4. Structure and Scope: Explanation of how the MSA works with service schedules, order of precedence, and general scope of services
5. Service Provision: General principles governing service delivery, standards, and quality requirements
6. Term and Termination: Duration of the MSA, renewal provisions, and termination rights
7. Ordering Process: Process for requesting and confirming specific services under the MSA
8. Pricing and Payment: General pricing principles, payment terms, invoicing requirements, and late payment consequences
9. Service Levels: Framework for service level requirements and measurement
10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: GDPR compliance and general data protection obligations
13. Liability and Indemnification: Liability limitations, indemnification obligations, and insurance requirements
14. Force Majeure: Events excusing performance and related procedures
15. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Personnel Requirements: Used when services require specific qualifications, security clearances, or key personnel commitments
2. Compliance with Laws: Detailed section needed when services are in regulated industries or involve specific regulatory requirements
3. Business Continuity: Required for critical services where service interruption could have significant impact
4. Step-in Rights: Include when services are mission-critical and may require customer intervention
5. Audit Rights: Detailed section needed for regulated industries or when service provider handles sensitive data
6. Security Requirements: Detailed section needed when services involve IT systems or sensitive data
7. Environmental Requirements: Include when services have environmental impacts or sustainability requirements
8. Export Control: Required when services involve cross-border transfers of technology or data
9. Anti-Corruption: Detailed section needed for international services or high-risk jurisdictions
10. Subcontractors: Detailed section needed when service provider likely to use subcontractors
1. Service Description Schedule: Template for detailed description of specific services to be provided
2. Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Service Levels Schedule: Detailed service level requirements, measurement methods, and remedies
4. Data Processing Agreement: Detailed GDPR-compliant data processing terms when personal data is processed
5. Security Requirements Schedule: Detailed security protocols and requirements
6. Business Continuity Plan: Detailed continuity and disaster recovery procedures
7. Change Control Procedure: Process for managing changes to services or agreement terms
8. Governance Schedule: Detailed management structure, meeting requirements, and escalation procedures
9. Exit Management Schedule: Procedures and requirements for service termination and transition
10. Key Personnel Schedule: List of key personnel and their roles/responsibilities
Authors
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Control
Customer
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Order
Personal Data
Personnel
Processing
Professional Services
Project
Related Agreement
Representatives
Schedule
Security Requirements
Service Credits
Service Hours
Service Levels
Services
Service Provider
Service Schedule
Specification
Statement of Work
Subcontractor
Term
Third Party
Working Hours
Work Product
Affiliate
Agreement
Applicable Law
Business Day
Change Control Procedure
Charges
Commencement Date
Confidential Information
Control
Customer
Customer Data
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Loss
Material Breach
Notice
Order
Personal Data
Personnel
Processing
Professional Services
Project
Related Agreement
Representatives
Schedule
Security Requirements
Service Credits
Service Hours
Service Levels
Services
Service Provider
Service Schedule
Specification
Statement of Work
Subcontractor
Term
Third Party
Working Hours
Work Product
Clauses
Interpretation
Services Scope
Term
Ordering Process
Service Delivery
Service Levels
Change Control
Personnel
Customer Obligations
Pricing
Invoicing
Payment
Taxes
Records and Audit
Intellectual Property
Data Protection
Confidentiality
Security
Warranties
Indemnification
Liability
Insurance
Force Majeure
Termination
Exit Management
Business Continuity
Compliance with Laws
Anti-Corruption
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Third Party Rights
Waiver
Relationship of Parties
Announcements
Counterparts
Services Scope
Term
Ordering Process
Service Delivery
Service Levels
Change Control
Personnel
Customer Obligations
Pricing
Invoicing
Payment
Taxes
Records and Audit
Intellectual Property
Data Protection
Confidentiality
Security
Warranties
Indemnification
Liability
Insurance
Force Majeure
Termination
Exit Management
Business Continuity
Compliance with Laws
Anti-Corruption
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Third Party Rights
Waiver
Relationship of Parties
Announcements
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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