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Master Service Agreement for India

Master Service Agreement Template for India

A comprehensive framework agreement governed by Indian law that establishes the general terms and conditions under which a service provider will deliver specified services to a customer. The agreement incorporates key provisions required under Indian contract law and relevant sector-specific regulations, including IT Act compliance, data protection requirements, and intellectual property protections. It serves as an umbrella agreement under which specific services can be engaged through individual Statements of Work, while maintaining consistent general terms, risk allocation, and operational procedures.

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What is a Master Service Agreement?

The Master Service Agreement (MSA) is designed for use in the Indian jurisdiction where parties intend to establish a long-term service delivery relationship. It provides a comprehensive framework that addresses key aspects required under Indian law, including contract formation under the Indian Contract Act 1872, technology services under the IT Act 2000, and data protection requirements. The MSA is particularly suitable when parties anticipate multiple service engagements over time and want to avoid negotiating general terms repeatedly. It typically includes provisions for subsequent Statements of Work, service levels, pricing mechanisms, and risk allocation, while ensuring compliance with local regulatory requirements and business practices. This type of agreement is essential for businesses operating in India that require a structured approach to service procurement or delivery.

What sections should be included in a Master Service Agreement?

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Defined terms used throughout the agreement

4. Scope of Services: General framework for services to be provided under the agreement

5. Statement of Work Process: Process for creating, approving and executing individual Statements of Work

6. Term and Termination: Duration of the agreement and termination rights

7. Payment Terms: General payment obligations, invoicing, and payment processes

8. Service Level Requirements: Basic service level expectations and measurement criteria

9. Intellectual Property Rights: Ownership and licensing of IP created during service delivery

10. Confidentiality: Protection of confidential information exchanged between parties

11. Data Protection and Privacy: Obligations regarding personal data handling and privacy compliance

12. Warranties and Representations: Standard warranties about capacity to contract and service delivery

13. Indemnification: Mutual indemnification obligations

14. Limitation of Liability: Caps on liability and excluded damages

15. Insurance: Required insurance coverage

16. Force Majeure: Rights and obligations during events beyond reasonable control

17. Governing Law and Jurisdiction: Applicable law and dispute resolution process

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

What sections are optional to include in a Master Service Agreement?

1. Regulatory Compliance: Include for heavily regulated industries or when specific compliance requirements exist

2. Security Requirements: Add for services involving sensitive data or systems access

3. Business Continuity: Include when service availability is critical to operations

4. Environmental, Social and Governance: Add when ESG compliance is important to the parties

5. Anti-Corruption and Sanctions: Include for international services or when dealing with government entities

6. Personnel Requirements: Add when specific qualifications or security clearances are needed

7. Change Control Process: Include for complex services requiring formal change management

8. Transition and Exit: Add when service transition or termination requires detailed planning

9. Audit Rights: Include when regular auditing of services or compliance is required

10. Subcontracting: Add when subcontracting needs to be specifically regulated

What schedules should be included in a Master Service Agreement?

1. Schedule 1 - Service Descriptions: Detailed descriptions of available services

2. Schedule 2 - Rate Card: Standard rates for services and resources

3. Schedule 3 - Service Levels: Detailed service level agreements and measurement criteria

4. Schedule 4 - Standard Statement of Work Template: Template for individual statements of work

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing

7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Schedule 8 - Technical Requirements: Technical specifications and requirements

9. Schedule 9 - Governance and Reporting: Detailed governance structure and reporting requirements

10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions










Clauses
















































Relevant Industries

Information Technology

Business Process Outsourcing

Professional Services

Consulting

Manufacturing

Healthcare

Financial Services

Telecommunications

Engineering Services

Education and Training

Digital Services

Research and Development

Facilities Management

Supply Chain Management

Relevant Teams

Legal

Procurement

Finance

Operations

Risk and Compliance

Commercial

Business Development

Vendor Management

Project Management

Service Delivery

Information Security

Human Resources

Contract Administration

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Head of Procurement

Commercial Director

Contract Manager

Legal Counsel

Procurement Manager

Chief Financial Officer

Chief Operating Officer

Head of Vendor Management

Business Development Manager

Account Director

Operations Manager

Risk Manager

Compliance Officer

Project Manager

Service Delivery Manager

Industries










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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