Master Service Agreement Template for Philippines

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Key Requirements PROMPT example:

Master Service Agreement

"I need a Master Service Agreement under Philippine law for a software development company providing services to financial institutions, with strong data protection clauses and specific provisions for source code ownership."

Document background
A Master Service Agreement (MSA) is essential for businesses establishing long-term service relationships in the Philippines. This document is particularly useful when parties anticipate multiple service engagements over time, as it eliminates the need to negotiate standard terms repeatedly. The MSA complies with Philippine legal requirements, including the Civil Code, E-commerce Act, and Data Privacy Act, while providing a flexible framework that can accommodate various types of services through supplementary statements of work. It is commonly used in outsourcing, technology services, consulting, and other professional services arrangements where a continuing relationship is contemplated. The agreement includes comprehensive provisions on service delivery, intellectual property rights, data protection, confidentiality, and dispute resolution, while allowing for specific commercial terms to be agreed upon in individual service orders.
Suggested Sections

1. Parties: Identifies the contracting parties with their full legal names, addresses, and registration details

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Outlines the general nature and scope of services to be provided under the agreement

5. Term and Renewal: Specifies the initial term of the agreement and renewal provisions

6. Service Provider Obligations: Details the core obligations and responsibilities of the service provider

7. Customer Obligations: Specifies the customer's responsibilities and cooperation requirements

8. Fees and Payment Terms: Sets out the fee structure, payment terms, and invoicing procedures

9. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and created IP

10. Confidentiality: Defines confidential information and protection obligations

11. Data Protection: Ensures compliance with data privacy laws and establishes data handling procedures

12. Representations and Warranties: Contains standard warranties and representations from both parties

13. Limitation of Liability: Sets out liability caps and exclusions

14. Indemnification: Details mutual indemnification obligations

15. Termination: Specifies termination rights, procedures, and consequences

16. Force Majeure: Addresses unforeseen circumstances preventing performance

17. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

18. General Provisions: Contains standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Service Levels: Include when specific performance metrics and service levels need to be maintained

2. Change Control: Add when services may require frequent modifications or updates

3. Disaster Recovery: Include for critical services requiring business continuity planning

4. Insurance: Add when specific insurance requirements are necessary for the services

5. Security Requirements: Include for services involving sensitive systems or data

6. Compliance with Laws: Add detailed section when services are heavily regulated

7. Personnel Requirements: Include when specific qualifications or security clearances are required

8. Audit Rights: Add when customer requires rights to audit service provider's operations

9. Transition Services: Include when complex service transition in or out is anticipated

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of services to be provided

2. Schedule 2 - Service Levels and KPIs: Specific performance metrics and measurement methods

3. Schedule 3 - Fee Schedule: Detailed pricing, rate cards, and payment terms

4. Schedule 4 - Authorized Representatives: List of key contacts and their authority levels

5. Schedule 5 - Technical Requirements: Technical specifications and requirements

6. Schedule 6 - Security Requirements: Detailed security protocols and requirements

7. Schedule 7 - Data Processing Agreement: Specific terms for handling personal data

8. Appendix A - Change Request Form: Template for requesting and documenting changes

9. Appendix B - Service Report Template: Standard format for service performance reporting

10. Appendix C - Escalation Matrix: Contact details and procedures for issue escalation

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Business Process Outsourcing

Professional Services

Consulting

Telecommunications

Financial Services

Healthcare

Manufacturing

Logistics and Supply Chain

Real Estate

Construction

Education

Retail

Relevant Teams

Legal

Procurement

Operations

Finance

Commercial

Business Development

Risk & Compliance

Project Management

Service Delivery

Information Technology

Account Management

Relevant Roles

General Counsel

Legal Director

Commercial Director

Procurement Manager

Operations Director

Chief Financial Officer

Contract Manager

Business Development Manager

Account Manager

Risk Manager

Compliance Officer

Project Manager

Service Delivery Manager

Chief Technology Officer

Chief Operating Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Primary law governing contracts, obligations, and commercial relationships in the Philippines. Provides fundamental principles on contract formation, validity, performance, and remedies.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and digital signatures, crucial for modern service agreements that may be executed electronically or involve digital services.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal data, essential for service agreements involving data handling or processing.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects intellectual property rights and governs ownership and usage of IP in service relationships, including confidentiality provisions.
Labor Code of the Philippines (Presidential Decree No. 442): Regulates employment relationships and may impact service agreements involving personnel or consulting services.
National Internal Revenue Code: Governs taxation aspects of service agreements, including VAT on services and withholding tax obligations.
Philippine Competition Act (Republic Act No. 10667): Ensures fair competition and regulates anti-competitive practices, relevant for exclusivity clauses and market conduct provisions.
Anti-Money Laundering Act (Republic Act No. 9160): May be relevant for financial provisions and payment terms in service agreements, especially for high-value or international 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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