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1. Parties: Identification of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and general purpose of the MSA
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Structure and Scope: Framework of the MSA and relationship with Service Orders/Statements of Work
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Services: General description of services framework and service delivery principles
7. Ordering Process: Process for requesting and accepting new services through Service Orders
8. Charges and Payment: Pricing principles, payment terms, invoicing, and related financial provisions
9. Service Levels: General principles for service performance standards and measurements
10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: Compliance with data protection laws and data handling requirements
13. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
14. Force Majeure: Provisions for handling events beyond reasonable control
15. Dispute Resolution: Process for resolving disputes, including escalation procedures
16. Governing Law and Jurisdiction: Application of Malaysian law and jurisdiction provisions
1. Personnel and Key Personnel: Used when specific personnel requirements or key personnel commitments are necessary
2. Security Requirements: Include when services involve access to sensitive systems or data
3. Business Continuity: Required when service continuity is critical to operations
4. Anti-Bribery and Corruption: Detailed compliance section when dealing with high-risk jurisdictions
5. Export Control: Include when services involve cross-border technology transfers
6. Parent Company Guarantee: Used when financial security from a parent company is required
7. Source Code Escrow: Include when software development or licensing is part of services
8. Change Control: Detailed process for managing changes when complex services are involved
9. Transition and Exit: Include when complex service transition or exit requirements are needed
1. Service Description Schedule: Detailed description of service categories available under the MSA
2. Charges Schedule: Standard rate cards and pricing models applicable across service orders
3. Service Levels Schedule: Detailed service level metrics, measurement, and remedies
4. Security Schedule: Detailed security requirements and procedures
5. Data Processing Schedule: Detailed data protection obligations and processing requirements
6. Template Service Order: Standard form for ordering specific services under the MSA
7. Governance Schedule: Detailed governance structure and processes
8. Business Continuity Schedule: Detailed business continuity and disaster recovery requirements
9. Approved Subcontractors: List of pre-approved subcontractors and their approved services
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