MSA Contract Template for Philippines

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Key Requirements PROMPT example:

MSA Contract

"I need an MSA Contract for a Philippine IT services company providing software development and maintenance services to international clients, with specific provisions for data privacy compliance and cross-border service delivery, planned to commence from March 2025."

Document background
The Master Services Agreement (MSA) Contract is a fundamental document used when parties intend to establish a long-term service relationship under Philippine law. It is particularly crucial when services will be provided on an ongoing basis and may evolve over time. The MSA sets out the overarching legal and commercial framework, including key terms such as liability caps, intellectual property rights, confidentiality obligations, and dispute resolution mechanisms compliant with Philippine legislation. The document typically allows for specific services to be detailed in separate service orders or statements of work, providing flexibility while maintaining consistent core terms. This structure is especially relevant for businesses operating in the Philippines' growing service sector, including IT, BPO, and professional services industries, where service relationships often need to adapt to changing business requirements while maintaining legal certainty.
Suggested Sections

1. Parties: Identification of the contracting parties, including their complete legal names, addresses, and registration details as required under Philippine law

2. Background: Context of the agreement, relationship between the parties, and general purpose of the MSA

3. Definitions: Definitions of key terms used throughout the agreement, including service-related terminology and Philippine law-specific terms

4. Services Scope: General framework for services to be provided, including the process for adding or modifying services

5. Service Orders: Process for requesting, approving, and implementing specific services under the MSA

6. Performance Standards: General service levels, quality standards, and performance metrics applicable to all services

7. Fees and Payment: Payment terms, invoicing procedures, taxes, and fee adjustment mechanisms

8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

9. Representations and Warranties: Standard warranties and representations from both parties, including compliance with Philippine laws

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements

12. Intellectual Property: Ownership and licensing of IP rights, aligned with Philippine IP Code

13. Indemnification: Mutual indemnification obligations and procedures

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

15. Insurance: Required insurance coverage and minimum limits

16. Force Majeure: Events excusing performance and related procedures

17. Dispute Resolution: Process for resolving disputes, including Philippine law-compliant arbitration provisions

18. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures

Optional Sections

1. Regulatory Compliance: For regulated industries (e.g., financial services, healthcare), including specific compliance requirements

2. Security Requirements: For services involving sensitive data or systems access, detailing security protocols and requirements

3. Business Continuity: For critical services, specifying disaster recovery and business continuity requirements

4. Personnel Requirements: When specific qualifications or screening of service provider personnel is required

5. Transition Services: For complex services requiring detailed transition in/out procedures

6. Anti-Corruption: For international services or when dealing with government entities, including FCPA compliance

7. Environmental Compliance: For services with environmental impact, including compliance with Philippine environmental regulations

8. Change Control: For technical services requiring formal change management procedures

9. Service Credits: When specific service level credits or penalties are required

Suggested Schedules

1. Schedule A - Service Descriptions: Detailed descriptions of specific services to be provided

2. Schedule B - Service Levels: Specific service level agreements, metrics, and measurement methods

3. Schedule C - Pricing and Fee Schedule: Detailed pricing, rate cards, and payment terms for specific services

4. Schedule D - Key Personnel: List of key personnel from both parties and their roles

5. Schedule E - Technical Requirements: Technical specifications and requirements for service delivery

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

7. Schedule G - Approved Subcontractors: List of approved subcontractors and their roles

8. Appendix 1 - Service Request Form: Standard form for requesting specific services under the MSA

9. Appendix 2 - Report Templates: Templates for required service reports and performance monitoring

10. Appendix 3 - Contact Details: Contact information for key personnel and escalation procedures

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

Manufacturing

Healthcare

Financial Services

Telecommunications

Logistics and Supply Chain

Facilities Management

Energy and Utilities

Construction

Real Estate

Education

Retail

Hospitality

Relevant Teams

Legal

Procurement

Commercial

Operations

Finance

Risk and Compliance

Information Technology

Human Resources

Business Development

Account Management

Service Delivery

Information Security

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Commercial Director

Procurement Manager

Contract Manager

Legal Counsel

Business Development Manager

Operations Director

Project Manager

Risk Manager

Compliance Officer

Finance Director

Account Manager

Service Delivery Manager

Technical Director

Human Resources Director

Information Security Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Fundamental law governing contracts, obligations, and general civil relations in the Philippines. Particularly relevant are Book IV on Obligations and Contracts, which sets out basic requirements for valid contracts, interpretation rules, and remedies for breach.
Code of Commerce of the Philippines: Governs commercial transactions and business relationships, including provisions on commercial contracts and obligations between merchants.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal data. Essential for MSAs involving data sharing or processing activities.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, particularly relevant if the MSA involves delivery of services to consumers.
Intellectual Property Code (Republic Act No. 8293): Governs intellectual property rights protection, crucial for MSAs involving creation, use, or transfer of intellectual property.
Labor Code of the Philippines: Regulates employment relationships and contractor arrangements, important for MSAs involving service providers or independent contractors.
National Internal Revenue Code: Contains tax provisions relevant to service agreements, including VAT on services and withholding tax obligations.
Electronic Commerce Act (Republic Act No. 8792): Governs electronic transactions and digital signatures, particularly relevant for MSAs executed electronically or involving digital services.
Anti-Money Laundering Act (Republic Act No. 9160): Important for MSAs involving financial services or significant monetary transactions.
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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