The Master Service Agreement and Statement of Work structure is commonly used when parties anticipate an ongoing business relationship involving multiple projects or service engagements. This contract type, governed by English and Welsh law, provides efficiency by establishing standard terms in the MSA while allowing flexibility through project-specific SOWs. It's particularly valuable for complex service arrangements where scope, deliverables, and pricing may vary across different engagements while maintaining consistent legal and commercial protections. The framework supports both traditional and agile delivery methodologies, incorporating necessary compliance requirements and risk allocation mechanisms.
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1. Parties: Identification and details of contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Description of services to be provided under the MSA framework
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Charges and Payment: Pricing structure, payment terms, invoicing requirements and procedures
7. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
8. Confidentiality: Protection and handling of confidential information
9. Data Protection: Compliance with GDPR and data protection laws
10. Liability and Indemnification: Risk allocation, liability caps, and indemnification obligations
1. Change Control: Process for managing changes to services or agreement terms
2. Force Majeure: Provisions for handling unforeseeable circumstances preventing performance
3. TUPE: Provisions relating to transfer of employees
4. Business Continuity: Disaster recovery and service continuation requirements
5. Compliance with Laws: Specific regulatory compliance obligations
6. Insurance: Required insurance coverage and limits
1. Schedule 1 - Statement of Work Template: Template for detailed description of specific services, deliverables, and timelines
2. Schedule 2 - Service Levels: Detailed performance metrics, service standards and remedies
3. Schedule 3 - Rate Card: Detailed pricing, rates and charging structure
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and procedures
5. Schedule 5 - Change Control Procedure: Detailed process for requesting and implementing changes
6. Schedule 6 - Key Personnel: Details of key staff members and their roles
7. Schedule 7 - Exit Management: Procedures and obligations for service transition upon termination
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An England & Wales contract governing long-term software service provision, detailing terms for compliance and protection.
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Master Service Agreement And Statement Of Work
A legal framework under English and Welsh law that combines overarching terms (MSA) with project-specific details (SOW) for service delivery arrangements.
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