This Managed Services Contract template is designed for use in the Indonesian market where organizations seek to establish long-term service delivery relationships with external providers. It is particularly relevant in scenarios where companies want to outsource specific operational functions while maintaining clear service standards and accountability. The document incorporates mandatory requirements under Indonesian law, including the Civil Code (KUHPerdata), Manpower Law, and Electronic Information and Transactions Law. It provides a comprehensive framework for service delivery, performance management, and risk allocation, while ensuring compliance with local regulatory requirements including language requirements, data protection, and employment regulations. This template is adaptable across various service types including IT management, facilities management, business process outsourcing, and technical support services.
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1. Parties: Identification of the service provider and customer, including registration details as required by Indonesian law
2. Background: Context of the agreement and brief description of the services to be provided
3. Definitions: Definitions of key terms used throughout the agreement, including technical and service-specific terminology
4. Service Scope: Detailed description of services to be provided, including core obligations and deliverables
5. Service Levels: Performance standards, KPIs, and measurement methodologies
6. Term and Renewal: Duration of the agreement and renewal provisions
7. Charges and Payment: Fee structure, payment terms, and invoicing procedures
8. Customer Obligations: Requirements and responsibilities of the customer
9. Service Provider Obligations: Core responsibilities and commitments of the service provider
10. Personnel and Resources: Requirements for staff, equipment, and resources
11. Compliance and Regulations: Regulatory compliance requirements under Indonesian law
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: Data handling, privacy, and security requirements
14. Intellectual Property: Ownership and usage rights of IP created or used in service delivery
15. Liability and Indemnification: Limitations of liability and indemnification obligations
16. Force Majeure: Provisions for unforeseen circumstances and force majeure events
17. Termination: Termination rights, procedures, and consequences
18. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
19. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Change Control: Procedures for managing changes to services or contract terms - include if services are likely to evolve
2. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
3. Security Requirements: Specific security protocols and requirements - include for services involving sensitive data or systems
4. Transition Services: Entry and exit transition procedures - include for complex service arrangements
5. Audit Rights: Customer's rights to audit service provider - include for regulated industries or critical services
6. Performance Credits: Financial consequences for missing SLAs - include if specific performance guarantees are required
7. Insurance: Specific insurance requirements - include for high-risk services
8. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for high-value contracts or government-related services
1. Schedule 1 - Service Description: Detailed technical specifications of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement methods
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Personnel: Key personnel, roles, and responsibilities
5. Schedule 5 - Technical Requirements: Infrastructure, system, and technical specifications
6. Schedule 6 - Implementation Plan: Service implementation and transition timeline
7. Schedule 7 - Governance: Service management and governance procedures
8. Schedule 8 - Form of Change Order: Template for documenting changes to services
9. Appendix A - Data Processing Agreement: Specific terms for handling personal data
10. Appendix B - Security Requirements: Detailed security protocols and standards
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Telecommunications
Financial Services
Healthcare
Manufacturing
Energy
Retail
Real Estate
Professional Services
Infrastructure
Education
Transportation & Logistics
Relevant Teams
Legal
Procurement
Operations
Information Technology
Risk & Compliance
Finance
Commercial
Vendor Management
Project Management
Technical Operations
Relevant Roles
Chief Operating Officer
Procurement Manager
Legal Counsel
Contract Manager
Operations Director
Chief Information Officer
Vendor Management Lead
Risk & Compliance Officer
Service Delivery Manager
Commercial Director
Chief Financial Officer
Project Manager
Technical Operations Manager
Business Unit Head
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