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Cloud Managed Services Agreement

Cloud Managed Services Agreement Template for Philippines

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Key Requirements PROMPT example:

Cloud Managed Services Agreement

"I need a Cloud Managed Services Agreement for a Philippine healthcare provider engaging a cloud service provider to manage patient records and clinical data systems, with strict compliance requirements for healthcare data privacy and security protocols, planned to commence in March 2025."

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Document background
The Cloud Managed Services Agreement serves as the primary contractual framework for organizations seeking to engage cloud service providers in the Philippines. This document is essential when a business requires ongoing management and maintenance of its cloud infrastructure, applications, or platforms. It addresses critical aspects such as service delivery, performance standards, data privacy compliance (particularly with the Philippine Data Privacy Act of 2012), security measures, and risk allocation. The agreement is structured to comply with Philippine regulations while facilitating clear understanding of roles, responsibilities, and expectations between service providers and customers. Key components include detailed service descriptions, performance metrics, data handling procedures, and specific provisions for regulatory compliance. The document is particularly relevant in the current digital transformation landscape, where organizations increasingly rely on external expertise for managing their cloud environments.
Suggested Sections

1. Parties: Identification of the service provider and customer, including their complete legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions regarding the cloud managed services

3. Definitions: Detailed definitions of technical terms, service-related concepts, and other key terms used throughout the agreement

4. Services Scope: Detailed description of the cloud managed services to be provided, including core functionalities and service boundaries

5. Service Provider Obligations: Key responsibilities and commitments of the service provider, including service delivery, maintenance, and support

6. Customer Obligations: Customer's responsibilities, including providing necessary access, information, and cooperation

7. Service Levels: Specific service level commitments, performance metrics, and measurement methodologies

8. Data Protection and Security: Obligations and procedures relating to data security, privacy, and compliance with Philippine Data Privacy Act

9. Intellectual Property Rights: Ownership and usage rights of software, data, and other intellectual property

10. Fees and Payment: Pricing structure, payment terms, invoicing procedures, and related financial provisions

11. Term and Termination: Duration of the agreement, renewal terms, and termination rights and procedures

12. Confidentiality: Protection of confidential information, including scope and duration of obligations

13. Warranties and Representations: Warranties provided by both parties, including service quality and compliance with laws

14. Limitation of Liability: Limitations on liability and exclusions of certain types of damages

15. Force Majeure: Provisions for handling events beyond parties' reasonable control

16. Governing Law and Dispute Resolution: Application of Philippine law and procedures for resolving disputes

17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Business Continuity and Disaster Recovery: Detailed procedures for ensuring service continuity and recovery from disasters. Include when the services are mission-critical or when required by customer's regulatory obligations

2. Audit Rights: Customer's rights to audit service provider's operations and compliance. Include when dealing with regulated industries or handling sensitive data

3. Insurance: Insurance requirements and coverage details. Include when services involve significant risk or high-value transactions

4. Change Control: Procedures for implementing changes to services or agreement terms. Include for complex or long-term service arrangements

5. Personnel and Subcontractors: Requirements and restrictions regarding service provider's personnel and use of subcontractors. Include when specific expertise or security clearances are required

6. Exit Management: Detailed procedures for service transition upon termination. Include for complex services or when data migration is critical

7. Service Credits: Financial compensation mechanism for service level failures. Include when specific performance levels are crucial to customer operations

Suggested Schedules

1. Schedule 1 - Service Description: Detailed technical specifications of the cloud services, including features, functionalities, and technical requirements

2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, performance metrics, measurement methods, and reporting requirements

3. Schedule 3 - Pricing and Payment Schedule: Detailed pricing structure, rates, payment milestones, and any variable pricing elements

4. Schedule 4 - Support Services: Description of support levels, response times, escalation procedures, and maintenance windows

5. Schedule 5 - Security Requirements: Detailed security protocols, standards, and compliance requirements

6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing in compliance with the Data Privacy Act

7. Schedule 7 - Business Continuity Plan: Detailed procedures for service continuity and disaster recovery

8. Schedule 8 - Transition Plan: Procedures for service implementation and knowledge transfer

9. Appendix A - Contact Details: Key contacts for both parties for various purposes (technical, commercial, legal)

10. Appendix B - Required Reports: Templates and specifications for required service reports and performance metrics

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Affiliate
Authorized Users
Business Day
Business Hours
Change Control Procedure
Cloud Infrastructure
Cloud Services
Confidential Information
Customer Data
Customer Environment
Data Breach
Data Controller
Data Processor
Data Protection Laws
Data Subject
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Fees
Force Majeure Event
Good Industry Practice
Incident
Intellectual Property Rights
Key Personnel
Maintenance Window
Managed Services
Material Breach
Minimum Service Levels
Personal Data
Processing
Professional Services
Response Time
Resolution Time
Service Credits
Service Hours
Service Level Agreement (SLA)
Service Level Failure
Service Provider Systems
Service Reports
Services
Software
Subcontractor
Support Services
System Update
Term
Third Party Provider
Transition Period
Transition Plan
Uptime
User Acceptance Testing
Virus
Vulnerability
Clauses
Definitions
Services Scope
Service Levels
Service Provider Obligations
Customer Obligations
Data Protection
Data Security
Confidentiality
Intellectual Property
Fees and Payment
Performance Monitoring
Audit Rights
Warranties
Indemnification
Liability Limitation
Force Majeure
Term and Termination
Change Control
Disaster Recovery
Business Continuity
Personnel
Subcontracting
Insurance
Compliance with Laws
Dispute Resolution
Governing Law
Assignment
Notices
Service Credits
Exit Management
Anti-Corruption
Data Backup
Service Support
Maintenance
Transition Services
Reporting
Access Rights
Emergency Response
Relationship Management
Entire Agreement
Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Professional Services

Education

Government and Public Sector

Retail

Banking

Insurance

Business Process Outsourcing

Logistics and Supply Chain

Relevant Teams

Legal

Information Technology

Procurement

Information Security

Compliance

Risk Management

Finance

Operations

Digital Transformation

Vendor Management

Data Protection

Technical Operations

Service Management

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Cloud Services Manager

Information Security Officer

Data Protection Officer

Procurement Manager

Legal Counsel

Contracts Manager

Technology Operations Manager

IT Infrastructure Manager

Service Delivery Manager

Compliance Officer

Risk Manager

Chief Financial Officer

IT Project Manager

Vendor Management Officer

Chief Digital Officer

Industries
Data Privacy Act of 2012 (Republic Act No. 10173): Comprehensive law protecting individual personal information in information and communications systems. Critical for cloud services handling personal data, defining obligations for data controllers and processors.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Regulates electronic data messages and electronic documents. Relevant for cloud service contracts as it governs electronic transactions and digital signatures.
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Addresses cybersecurity concerns and computer-related offenses. Important for defining security obligations and incident response procedures in cloud services.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer interests and establishes standards of conduct for business. Applicable to service level agreements and consumer protection provisions.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Governs intellectual property rights, which is crucial for defining ownership and usage rights of data and software in cloud services.
National Privacy Commission's Circulars and Guidelines: Implementing rules and regulations related to data privacy and protection, providing specific requirements for data processing systems.
BSP Circular No. 808: Guidelines on Information Technology Risk Management: Bangko Sentral ng Pilipinas regulations on IT risk management, relevant if the cloud services involve financial data or services.
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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