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MSA Management Services Agreement Template for Switzerland

This Management Services Agreement is a comprehensive legal document governed by Swiss law that establishes a contractual framework for the provision of management services between a service provider and a client company. It details the scope of management services, responsibilities, compensation structure, and operational parameters while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations. The agreement includes provisions for service delivery, performance standards, confidentiality, data protection, and dispute resolution mechanisms specific to the Swiss jurisdiction.

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What is a MSA Management Services Agreement?

The MSA Management Services Agreement is a crucial document used when a company seeks to engage external management expertise or centralize management functions within a corporate group under Swiss law. This agreement is particularly relevant for situations requiring ongoing management support, strategic oversight, or specialized operational expertise. It comprehensively details the scope of services, performance expectations, governance structure, and commercial terms while ensuring compliance with Swiss regulatory requirements, particularly the Swiss Code of Obligations and data protection laws. The document is structured to provide clarity on service delivery, risk allocation, and accountability, making it suitable for both domestic and international business relationships within the Swiss legal framework.

What sections should be included in a MSA Management Services Agreement?

1. Parties: Identification of the service provider and recipient, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and purpose of the management services arrangement

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Scope of Services: Detailed description of management services to be provided, including core responsibilities and deliverables

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Service Provider's Obligations: Specific duties, performance standards, and responsibilities of the service provider

7. Client's Obligations: Responsibilities and obligations of the client, including cooperation and information provision

8. Fees and Payment Terms: Compensation structure, payment schedule, expenses, and invoicing procedures

9. Intellectual Property Rights: Ownership and usage rights of IP created during service provision

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Data Protection: Compliance with Swiss data protection laws and data handling procedures

13. Force Majeure: Provisions for unforeseen circumstances preventing performance

14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

15. General Provisions: Standard clauses including severability, entire agreement, and amendments

What sections are optional to include in a MSA Management Services Agreement?

1. Non-Competition: Restrictions on competitive activities, used when service provider may gain competitive advantage

2. Service Levels: Specific performance metrics and KPIs, used for quantifiable service requirements

3. Compliance with Laws: Specific regulatory compliance obligations, used in heavily regulated industries

4. Personnel: Requirements for key personnel and substitution rights, used when specific individuals are crucial

5. Subcontracting: Rights and limitations regarding use of subcontractors

6. Business Continuity: Disaster recovery and business continuity requirements, used for critical services

7. Exit Assistance: Transition support upon termination, used for complex service arrangements

8. Audit Rights: Client's rights to audit service provider's performance and compliance

9. Insurance: Specific insurance requirements beyond standard liability provisions

What schedules should be included in a MSA Management Services Agreement?

1. Schedule 1 - Services Description: Detailed specification of management services, methodologies, and deliverables

2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, payment terms, and expense policies

3. Schedule 3 - Service Levels: Performance metrics, measurement methods, and reporting requirements

4. Schedule 4 - Key Personnel: Identification and qualifications of key team members

5. Schedule 5 - Data Processing Agreement: Detailed data protection and processing requirements under Swiss law

6. Schedule 6 - Governance Procedures: Meeting schedules, reporting requirements, and escalation procedures

7. Schedule 7 - Form of Reports: Ƶ and formats for required service reports

8. Appendix A - Contact Details: Key contact information for both parties

9. Appendix B - Required Insurance Coverage: Specific insurance types and coverage amounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use

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