Managed Services Agreement Template for India

A Managed Services Agreement sets out the terms when a company outsources specific business functions to a service provider in India. This legally binding contract details how the provider will handle IT systems, infrastructure maintenance, cybersecurity, or other technical operations on an ongoing basis.

The agreement spells out service levels, performance metrics, data protection requirements under Indian IT laws, and the provider's obligations to maintain business continuity. It also covers critical aspects like incident response times, regular reporting, compliance with RBI guidelines for data localization, and the steps for handling contract renewal or termination.

Consider putting a Managed Services Agreement in place when outsourcing critical business functions like IT infrastructure, cybersecurity, or data management to external providers in India. This becomes especially important for companies handling sensitive customer data or operating in regulated sectors like banking, healthcare, or insurance.

The agreement helps prevent service disruptions, maintains compliance with Indian IT Act requirements, and establishes clear accountability for data protection. It's particularly valuable when scaling operations, implementing new technology systems, or when internal teams lack specialized expertise to manage complex technical operations effectively.

• Managed Service Provider Agreement: Core template for general IT services and support, covering basic operational management and maintenance
• Facilities Management Agreement: Focuses on physical infrastructure management, including building maintenance and workspace operations
• Cloud Managed Services Agreement: Specialized for cloud computing services, addressing data storage, security, and virtual infrastructure
• Business Management Consulting Agreement: Covers strategic advisory and operational improvement services
• Management Fee Agreement: Details compensation structures and payment terms for managed services

• Service Providers: IT companies, tech consultancies, or facilities management firms that deliver the managed services and must comply with Indian IT Act regulations
• Client Organizations: Businesses outsourcing their operations, from startups to large corporations, who need reliable service delivery and data protection
• Legal Teams: In-house counsel or external law firms who draft and negotiate agreement terms to ensure regulatory compliance
• IT Managers: Oversee service delivery, monitor performance metrics, and manage vendor relationships
• Compliance Officers: Ensure adherence to RBI guidelines, data protection laws, and industry-specific regulations

• Service Scope: Define exact IT services, performance metrics, and response times needed from the provider
• Compliance Requirements: List applicable Indian IT laws, data protection rules, and industry-specific regulations
• Provider Details: Gather service provider's registration details, certifications, and track record in similar projects
• Cost Structure: Document fee calculations, payment terms, and any performance-linked incentives
• Technical Specifications: Detail infrastructure requirements, security protocols, and data handling procedures
• Exit Strategy: Plan transition arrangements, data transfer protocols, and contract termination conditions

• Service Definitions: Detailed scope of IT services, performance metrics, and service level agreements
• Data Protection: Compliance with IT Act 2000 requirements, data security protocols, and privacy safeguards
• Payment Terms: Fee structure, payment schedules, and conditions for price adjustments
• Service Levels: Response times, uptime guarantees, and performance measurement criteria
• Confidentiality: Non-disclosure provisions and data handling procedures
• Termination Rights: Exit conditions, notice periods, and transition arrangements
• Dispute Resolution: Indian jurisdiction, arbitration procedures, and governing law clauses

A Managed Services Agreement differs significantly from a Supply of Services Agreement in several key aspects, particularly in the Indian business context. While both involve service delivery, their scope and implementation vary considerably.

• Duration and Commitment: Managed Services Agreements typically establish long-term, ongoing relationships with comprehensive IT or operational support, while Supply of Services Agreements often cover specific, time-bound deliverables
• Service Level Metrics: Managed Services include detailed performance indicators, uptime guarantees, and response times; Supply agreements focus more on discrete deliverable specifications
• Operational Control: Managed Services providers take active control of systems and processes, whereas Supply agreements maintain clearer separation between provider and client operations
• Payment Structure: Managed Services usually involve recurring monthly fees with service-level adjustments; Supply agreements typically use milestone-based or fixed-price payments