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Managed Service Provider Contract

Managed Service Provider Contract Template for Philippines

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Key Requirements PROMPT example:

Managed Service Provider Contract

"I need a Managed Service Provider Contract under Philippine law for my healthcare technology company, where the MSP will handle our IT infrastructure, cybersecurity, and patient data management systems, with service commencement planned for March 2025."

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Document background
The Managed Service Provider Contract serves as the primary legal instrument for organizations in the Philippines seeking to outsource their IT operations and related services to specialized providers. This document is essential when a business wants to engage a professional MSP to manage their IT infrastructure, applications, security, or other technical services on an ongoing basis. The contract addresses critical aspects including service scope, performance standards, data protection requirements (in compliance with the Data Privacy Act), pricing, and operational procedures. It incorporates specific provisions required under Philippine law while providing flexibility to accommodate various service models and business requirements. The agreement is particularly relevant in today's digital business environment where organizations increasingly rely on external expertise for managing their technical operations and ensuring compliance with evolving regulatory requirements.
Suggested Sections

1. Parties: Identification of the MSP and the client, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the managed services arrangement

3. Definitions: Detailed definitions of technical terms, service-related terminology, and contract-specific phrases used throughout the agreement

4. Scope of Services: Comprehensive outline of the managed services to be provided, including core services, service levels, and delivery methods

5. Term and Renewal: Duration of the agreement, commencement date, renewal terms, and notice periods for renewal or non-renewal

6. Service Provider Obligations: Detailed responsibilities of the MSP, including service delivery, reporting, personnel requirements, and compliance obligations

7. Client Obligations: Client's responsibilities, including access provision, cooperation requirements, and resource commitments

8. Data Protection and Security: Compliance with the Data Privacy Act, security measures, data handling procedures, and breach notification protocols

9. Service Levels and Performance: Specific service level agreements (SLAs), performance metrics, measurement methods, and remedies for non-performance

10. Fees and Payment Terms: Pricing structure, payment schedule, invoicing procedures, and late payment consequences

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

12. Confidentiality: Protection of confidential information, permitted uses, and non-disclosure obligations

13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

14. Termination: Grounds for termination, termination procedures, and post-termination obligations

15. Dispute Resolution: Process for resolving disputes, including escalation procedures and jurisdiction under Philippine law

Optional Sections

1. Change Management: Procedures for requesting and implementing changes to services or terms, used when the service scope is likely to evolve

2. Business Continuity and Disaster Recovery: Detailed procedures for ensuring service continuity, needed for critical services or upon client request

3. Compliance with Industry Standards: Specific industry compliance requirements, included when the client operates in a regulated industry

4. Transition Services: Procedures for service transition at the start and end of the contract, important for complex service arrangements

5. Third-Party Services: Terms governing the use of subcontractors or third-party services, included when the MSP relies on external providers

6. Equipment and Assets: Terms regarding the provision and maintenance of hardware or other assets, needed when physical equipment is part of the service

7. Staff and Personnel Requirements: Specific staffing requirements, qualifications, and security clearances, used when personnel requirements are critical

8. Innovation and Technology Refresh: Terms for technology updates and service improvements, important for long-term contracts

Suggested Schedules

1. Schedule A - Service Description: Detailed description of each service component, technical specifications, and delivery methods

2. Schedule B - Service Levels: Comprehensive SLA metrics, measurement methods, and reporting requirements

3. Schedule C - Pricing and Payment Schedule: Detailed fee structure, rate cards, payment terms, and invoicing procedures

4. Schedule D - Technical Requirements: Specific technical requirements, infrastructure details, and compatibility requirements

5. Schedule E - Security Requirements: Detailed security protocols, compliance requirements, and audit procedures

6. Schedule F - Implementation Plan: Timeline and milestones for service implementation and transition

7. Appendix 1 - Contact Details: Key contacts and escalation matrix for both parties

8. Appendix 2 - Incident Response Procedures: Detailed procedures for handling and escalating service incidents

9. Appendix 3 - Report Templates: Standard formats for service reports and performance metrics

10. Appendix 4 - Exit Plan Template: Framework for service transition upon contract termination

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
Authorized Representative
Business Day
Business Hours
Change Request
Client Data
Client Systems
Confidential Information
Critical Incident
Data Privacy Act
Data Protection Officer
Deliverables
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Escalation Matrix
Force Majeure Event
Good Industry Practice
Incident
Initial Term
Intellectual Property Rights
Key Performance Indicators
Maintenance Window
Managed Services
MSP Personnel
Normal Business Hours
Personal Information
Planned Maintenance
Priority Levels
Problem
Resolution Time
Response Time
Service Credits
Service Desk
Service Hours
Service Level Agreement
Service Level Failure
Service Levels
Service Provider Systems
Service Request
Services
Sensitive Personal Information
System
Term
Third-Party Products
Transition Period
Transition Plan
Upgrade
User
Work Order
Clauses
Interpretation
Appointment and Term
Service Provision
Service Levels
Performance Monitoring
Change Management
Client Obligations
Provider Obligations
Data Protection
Confidentiality
Intellectual Property
Personnel
Fees and Payment
Invoicing
Tax
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Disaster Recovery
Business Continuity
Security Requirements
Audit Rights
Compliance with Laws
Anti-Corruption
Dispute Resolution
Governing Law
Assignment
Subcontracting
Transition Services
Termination
Exit Management
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Relationship of Parties
Counterparts
Relevant Industries

Information Technology

Healthcare

Financial Services

Manufacturing

Retail

Business Process Outsourcing

Education

Government and Public Sector

Telecommunications

Professional Services

E-commerce

Logistics and Supply Chain

Relevant Teams

Information Technology

Legal

Procurement

Compliance

Operations

Finance

Risk Management

Information Security

Vendor Management

Project Management

Service Delivery

Relevant Roles

Chief Information Officer

IT Director

Procurement Manager

Legal Counsel

Compliance Officer

Data Protection Officer

Service Delivery Manager

Operations Manager

Contract Manager

Risk Manager

Chief Technology Officer

Information Security Manager

Chief Financial Officer

Project Manager

Vendor Management Officer

Industries
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the protection of personal and sensitive information in information and communications systems. Critical for MSPs handling client data and implementing data protection measures.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Regulates electronic transactions and provides legal framework for electronic documents. Relevant for service delivery and digital communications between MSP and client.
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Addresses cybercrime and cyber security issues. Important for MSPs providing security services and handling security incidents.
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contracts and obligations. Essential for basic contract formation and enforcement.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests. Applicable when the client is considered a consumer under Philippine law.
Labor Code of the Philippines (Presidential Decree No. 442): Governs employment relationships and worker protection. Relevant for staff deployment and service delivery arrangements.
National Internal Revenue Code: Covers tax obligations and requirements for service contracts. Important for VAT and other tax considerations in service pricing.
Department of Information and Communications Technology Act of 2015 (Republic Act No. 10844): Establishes regulations for ICT services and digital transformation initiatives. Relevant for compliance with national ICT standards.
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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