The Managed Services Master Service Agreement is designed for organizations requiring a robust legal framework for the provision of ongoing managed services in England and Wales. It serves as the primary contract governing the service relationship, detailing service scope, performance metrics, pricing structures, and operational procedures. This agreement is particularly crucial for complex service arrangements where consistent delivery, clear accountability, and regulatory compliance are essential. The MSA structure allows for flexibility through schedules while maintaining a stable core agreement, making it suitable for long-term service partnerships across various industries.
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1. 1. Parties: Identifies the contracting parties and their registered details
2. 2. Background: Sets out the context and purpose of the agreement
3. 3. Definitions and Interpretation: Defines key terms and interpretation rules
4. 4. Services: Describes the services to be provided and service levels
5. 5. Term and Termination: Duration of agreement and termination provisions
6. 6. Charges and Payment: Payment terms, invoicing, and fee structures
7. 7. Service Provider Obligations: Key obligations and responsibilities of the service provider
8. 8. Customer Obligations: Key obligations and responsibilities of the customer
9. 9. Intellectual Property Rights: IP ownership, licenses, and protections
10. 10. Confidentiality: Protection of confidential information
11. 11. Data Protection: Compliance with data protection laws
12. 12. Liability and Insurance: Limitation of liability and insurance requirements
1. Change Control: Procedures for managing changes to services - recommended for complex service arrangements with likely changes
2. Disaster Recovery: Business continuity and disaster recovery procedures - recommended for critical services or regulated industries
3. TUPE: Employment transfer provisions - required when service provision involves staff transfers
1. Schedule 1 - Services Description: Detailed description of services to be provided
2. Schedule 2 - Service Levels: Service level agreements and KPIs
3. Schedule 3 - Charges: Detailed pricing structure and payment terms
4. Schedule 4 - Data Processing Agreement: Detailed data processing terms and obligations
5. Schedule 5 - Change Control Procedure: Detailed process for managing changes
6. Schedule 6 - Key Personnel: Details of key staff involved in service delivery
7. Schedule 7 - Exit Plan: Procedures for service termination and transition
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