MSA Agreement for Hong Kong

MSA Agreement Template for Hong Kong

A Master Services Agreement (MSA) under Hong Kong law establishes a comprehensive framework for ongoing service relationships between parties. This agreement governs the overall terms and conditions under which services will be provided, incorporating Hong Kong's common law principles and specific ordinances relating to commercial contracts, data protection, and service provision. It sets out key commercial and legal terms including service standards, payment terms, liability provisions, and operational procedures, while allowing for specific services to be detailed in subsequent work orders or statements of work.

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What is a MSA Agreement?

The Master Services Agreement (MSA) is a fundamental commercial contract used to establish a long-term service provision relationship between parties. This document is particularly crucial in the Hong Kong business environment, where it provides a governing framework for ongoing service arrangements while adhering to Hong Kong's common law system and relevant ordinances. The MSA Agreement sets out the overarching terms and conditions that will apply to all services, with specific service details, pricing, and deliverables typically included in separate schedules or work orders. It's commonly used when parties anticipate multiple service engagements over time and want to avoid negotiating basic terms repeatedly. The agreement incorporates key protections required under Hong Kong law while maintaining flexibility for various service types and business relationships.

What sections should be included in a MSA Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Term and Termination: Duration of the agreement and termination provisions

5. Services: General framework for services to be provided

6. Service Standards: Quality standards and service levels required

7. Charges and Payment: Pricing structure, payment terms, and invoicing procedures

8. Obligations of Service Provider: Key responsibilities and commitments of the service provider

9. Customer Obligations: Key responsibilities and commitments of the customer

10. Intellectual Property Rights: Ownership and usage rights of IP

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: Compliance with privacy laws and data handling requirements

13. Liability and Indemnities: Risk allocation between parties

14. Force Majeure: Provisions for unforeseen circumstances

15. General Provisions: Standard legal clauses including notices, amendments, and governing law

What sections are optional to include in a MSA Agreement?

1. Change Control: Procedures for managing changes to services - include when services are likely to evolve

2. Disaster Recovery: Business continuity provisions - include for critical services

3. Personnel and Key Personnel: Requirements for service delivery team - include when specific expertise is crucial

4. Security Requirements: Specific security protocols - include for sensitive operations or data

5. Compliance with Laws: Specific regulatory compliance obligations - include for regulated industries

6. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for international services

7. Insurance: Specific insurance requirements - include for high-risk services

8. Transition and Exit: Detailed exit management - include for complex service relationships

What schedules should be included in a MSA Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided

2. Schedule 2 - Service Levels: Specific performance metrics and measurement methods

3. Schedule 3 - Charges: Detailed pricing structure and rate cards

4. Schedule 4 - Change Control Procedure: Detailed process for implementing changes

5. Schedule 5 - Key Personnel: Named individuals and roles critical to service delivery

6. Schedule 6 - Technical Requirements: Technical specifications and requirements

7. Schedule 7 - Security Requirements: Detailed security protocols and standards

8. Appendix A - Form of Work Order: Template for individual work orders under the MSA

9. Appendix B - Reports: Templates and requirements for service reporting

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

Hong Kong

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Professional Services

Consulting

Telecommunications

Financial Services

Business Process Outsourcing

Software Development

Cloud Services

Facilities Management

Healthcare Services

Manufacturing

Logistics and Supply Chain

Relevant Teams

Legal

Procurement

Operations

Commercial

Sales

Business Development

Risk and Compliance

Finance

Project Management

Account Management

Relevant Roles

General Counsel

Legal Counsel

Contract Manager

Procurement Manager

Commercial Director

Chief Operating Officer

Operations Manager

Project Manager

Account Manager

Sales Director

Business Development Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Finance Manager

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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