The Master Service Agreement IT Services is designed for organizations requiring a robust legal framework for ongoing IT service relationships under English and Welsh law. This agreement serves as the primary contract governing the delivery of IT services, establishing key commercial and legal terms while allowing flexibility through subsequent statements of work. It addresses essential elements including service levels, data protection, intellectual property rights, and risk allocation, while ensuring compliance with UK regulatory requirements. The agreement is particularly suited for complex or long-term IT service arrangements where multiple services may be added over time.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of IT services to be provided
5. Service Levels: Performance standards and metrics
6. Charges and Payment: Pricing, payment terms, and invoicing procedures
7. Data Protection: GDPR compliance and data handling obligations
8. Intellectual Property Rights: Ownership and usage rights of IP
9. Confidentiality: Protection of sensitive information
10. Term and Termination: Duration and termination provisions
11. Liability and Indemnities: Risk allocation between parties
12. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Change Control: Process for managing changes to services - recommended for complex or long-term service arrangements
2. Business Continuity: Disaster recovery and service continuation - recommended for critical services or regulated industries
3. Staff and Key Personnel: Requirements for service delivery team - recommended when specific personnel are crucial to service delivery
4. Knowledge Transfer: Transfer of information and capabilities - recommended when service transition is complex
5. Exit Management: Procedures for service termination - recommended for complex services requiring managed transition
1. Service Description Schedule: Detailed specification of services
2. Service Levels and KPIs Schedule: Detailed performance metrics and measurement
3. Charges Schedule: Detailed pricing structure and calculations
4. Data Processing Agreement: Detailed data protection obligations
5. Security Requirements Schedule: Security standards and procedures
6. Business Continuity Plan: Detailed disaster recovery procedures
7. Form of Change Order: Template for service changes
8. Exit Plan: Detailed transition-out procedures
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Agreement
Background IPR
Business Day
Charges
Confidential Information
Customer
Customer Data
Customer Materials
Data Protection Legislation
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Personal Data
Service Credits
Service Levels
Services
Service Provider
Software
Statement of Work
Subcontractor
Term
Third Party Materials
Working Hours
Change Control Procedure
Disaster Recovery Plan
Exit Plan
Implementation Plan
Milestone
Project
Security Requirements
Service Level Agreement
Specification
Support Services
System
Virus
Vulnerability
Acceptance Tests
Affiliate
Agreement
Background IPR
Business Day
Charges
Confidential Information
Customer
Customer Data
Customer Materials
Data Protection Legislation
Deliverables
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Personal Data
Service Credits
Service Levels
Services
Service Provider
Software
Statement of Work
Subcontractor
Term
Third Party Materials
Working Hours
Change Control Procedure
Disaster Recovery Plan
Exit Plan
Implementation Plan
Milestone
Project
Security Requirements
Service Level Agreement
Specification
Support Services
System
Virus
Vulnerability
Clauses
Services and Scope
Service Levels
Acceptance Testing
Charges and Payment
Customer Obligations
Service Provider Obligations
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Security
Warranties
Liability and Indemnification
Insurance
Force Majeure
Term and Termination
Exit Management
Staff and Key Personnel
Subcontracting
Assignment and Novation
Non-Solicitation
Business Continuity
Audit Rights
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law and Jurisdiction
Anti-Bribery and Corruption
Modern Slavery
Competition Law Compliance
Records and Reports
Publicity and Marketing
Service Levels
Acceptance Testing
Charges and Payment
Customer Obligations
Service Provider Obligations
Change Control
Intellectual Property Rights
Data Protection
Confidentiality
Security
Warranties
Liability and Indemnification
Insurance
Force Majeure
Term and Termination
Exit Management
Staff and Key Personnel
Subcontracting
Assignment and Novation
Non-Solicitation
Business Continuity
Audit Rights
Dispute Resolution
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law and Jurisdiction
Anti-Bribery and Corruption
Modern Slavery
Competition Law Compliance
Records and Reports
Publicity and Marketing
Relevant Industries
Relevant Teams
Relevant Roles
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