Service Provider Agreement Template for Malaysia

The Service Provider Agreement is a crucial document used when engaging external service providers or contractors to perform specific services for a business in Malaysia. This agreement is essential for establishing clear commercial and legal relationships while maintaining compliance with Malaysian legislation, including the Contracts Act 1950, Employment Act 1955, and Personal Data Protection Act 2010. It's particularly important for distinguishing genuine service provider relationships from employment relationships, setting clear deliverables and performance standards, protecting intellectual property and confidential information, and establishing clear payment terms. The agreement typically includes detailed service specifications, performance metrics, payment structures, and risk allocation provisions, making it suitable for various business arrangements from IT services to professional consulting, facilities management, and other service-based relationships.

1. Parties: Identifies and defines the service provider and the client, including their full legal names, registration numbers, and registered addresses

2. Background: Sets out the context of the agreement, including the client's requirements and service provider's expertise

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Scope of Services: Detailed description of the services to be provided, including deliverables and performance standards

5. Term and Commencement: Specifies the duration of the agreement and when services will begin

6. Fees and Payment: Details the fees, payment schedule, invoicing process, and payment terms

7. Service Provider's Obligations: Lists the key responsibilities and obligations of the service provider

8. Client's Obligations: Outlines the responsibilities and obligations of the client

9. Intellectual Property Rights: Addresses ownership and usage rights of any IP created or used during service provision

10. Confidentiality: Defines confidential information and obligations regarding its protection

11. Data Protection: Addresses compliance with Malaysian Personal Data Protection Act and data handling requirements

12. Liability and Indemnity: Sets out limitation of liability and indemnification obligations

13. Termination: Specifies circumstances under which the agreement can be terminated and the consequences

14. Force Majeure: Addresses unforeseen circumstances preventing performance

15. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

16. General Provisions: Includes standard boilerplate clauses like notices, entire agreement, and severability