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Management Services Agreement
"I need a Management Services Agreement for my IT company in Manila, where we're hiring a tech management consulting firm to oversee our cloud infrastructure and digital transformation starting March 2025, with specific KPIs for system uptime and project delivery timelines."
1. Parties: Identification of the service provider and client company, including complete legal names and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the management services arrangement
3. Definitions: Key terms used throughout the agreement, including specific management services terminology
4. Scope of Services: Detailed description of management services to be provided, including specific responsibilities and deliverables
5. Term and Renewal: Duration of the agreement and conditions for renewal or extension
6. Fees and Payment Terms: Management fees, payment schedule, expenses, and invoicing procedures
7. Service Provider's Obligations: Specific duties, performance standards, and commitments of the service provider
8. Client's Obligations: Responsibilities and commitments of the client company
9. Personnel: Requirements regarding personnel providing services, including qualifications and supervision
10. Intellectual Property Rights: Ownership and usage rights of IP created during service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures
13. Liability and Indemnification: Allocation of risks and responsibilities for damages
14. Termination: Grounds for termination, notice requirements, and consequences
15. Governing Law and Dispute Resolution: Application of Philippine law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on competitive activities, used when service provider may gain competitive advantages
2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
3. Insurance: Insurance requirements, used when services involve significant risks
4. Compliance with Anti-Corruption Laws: Specific anti-corruption provisions, essential when dealing with public sector or high-risk industries
5. Foreign Exchange Compliance: Required when payments involve foreign currency transactions
6. Assignment and Subcontracting: Used when there's possibility of transfer of rights or engagement of subcontractors
7. Performance Metrics: Detailed KPIs and performance measurement criteria, used in complex service arrangements
8. Transition Services: Procedures for handover at termination, important for critical management services
1. Schedule 1 - Scope of Services: Detailed breakdown of management services to be provided
2. Schedule 2 - Fee Schedule: Detailed fee structure, payment terms, and calculation methods
3. Schedule 3 - Service Levels: Performance standards and KPIs for service delivery
4. Schedule 4 - Key Personnel: List of key management personnel and their qualifications
5. Schedule 5 - Client Assets and Resources: List of client resources to be made available to service provider
6. Schedule 6 - Compliance Requirements: Specific regulatory and compliance requirements applicable to the services
7. Appendix A - Required Reports: Format and frequency of management reports to be provided
8. Appendix B - Emergency Contact Information: Contact details for key personnel and escalation procedures
Authors
Applicable Law
Business Day
Confidential Information
Client
Client Group
Commencement Date
Deliverables
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Personnel
Management Services
Management Fee
Material Breach
Performance Standards
Personal Data
Project
Records
Renewal Term
Reports
Service Level Agreement
Service Provider
Service Provider Personnel
Services
Scope of Services
Term
Territory
Third Party
Work Product
Working Hours
Affiliate
Change of Control
Dispute
Effective Date
Emergency
Expenses
Governmental Authority
Implementation Plan
Key Performance Indicators
Loss
Notice
Personnel
Philippine Peso
Quarterly Review
Related Party
Representatives
Service Credits
Service Levels
Termination Date
VAT
Appointment
Term and Renewal
Services
Service Provider Obligations
Client Obligations
Personnel
Performance Standards
Fees and Payment
Expenses
Invoicing and Payment
Tax
Records and Audits
Intellectual Property Rights
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Representations and Warranties
Compliance with Laws
Anti-Corruption
Force Majeure
Liability and Indemnification
Insurance
Termination
Consequences of Termination
Assignment and Subcontracting
Notices
Dispute Resolution
Governing Law
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Relationship of Parties
Third Party Rights
Counterparts
Authority
Business Process Outsourcing
Manufacturing
Retail
Healthcare
Technology
Financial Services
Hospitality
Real Estate
Construction
Education
Telecommunications
Energy
Mining
Agriculture
Transportation and Logistics
Legal
Operations
Finance
Human Resources
Procurement
Compliance
Risk Management
Corporate Governance
Business Development
Project Management
Administrative Services
Strategy
Chief Executive Officer
Managing Director
Chief Operating Officer
General Manager
Operations Manager
Legal Counsel
Corporate Secretary
Finance Director
Human Resources Director
Procurement Manager
Compliance Officer
Project Manager
Business Development Manager
Contract Administrator
Risk Manager
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