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Master Service Agreement for Philippines

Master Service Agreement Template for Philippines

A comprehensive framework agreement governed by Philippine law that establishes the general terms and conditions under which a service provider will provide services to a customer. This agreement serves as an umbrella contract that governs all future service transactions between the parties, incorporating key provisions required under Philippine legislation including the Civil Code, E-commerce Act, and Data Privacy Act. It addresses essential elements such as service delivery, payment terms, intellectual property rights, data protection, and dispute resolution while providing flexibility for specific services to be detailed in subsequent statements of work or service orders.

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What is a Master Service Agreement?

A Master Service Agreement (MSA) is essential for businesses establishing long-term service relationships in the Philippines. This document is particularly useful when parties anticipate multiple service engagements over time, as it eliminates the need to negotiate standard terms repeatedly. The MSA complies with Philippine legal requirements, including the Civil Code, E-commerce Act, and Data Privacy Act, while providing a flexible framework that can accommodate various types of services through supplementary statements of work. It is commonly used in outsourcing, technology services, consulting, and other professional services arrangements where a continuing relationship is contemplated. The agreement includes comprehensive provisions on service delivery, intellectual property rights, data protection, confidentiality, and dispute resolution, while allowing for specific commercial terms to be agreed upon in individual service orders.

What sections should be included in a Master Service Agreement?

1. Parties: Identifies the contracting parties with their full legal names, addresses, and registration details

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Outlines the general nature and scope of services to be provided under the agreement

5. Term and Renewal: Specifies the initial term of the agreement and renewal provisions

6. Service Provider Obligations: Details the core obligations and responsibilities of the service provider

7. Customer Obligations: Specifies the customer's responsibilities and cooperation requirements

8. Fees and Payment Terms: Sets out the fee structure, payment terms, and invoicing procedures

9. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and created IP

10. Confidentiality: Defines confidential information and protection obligations

11. Data Protection: Ensures compliance with data privacy laws and establishes data handling procedures

12. Representations and Warranties: Contains standard warranties and representations from both parties

13. Limitation of Liability: Sets out liability caps and exclusions

14. Indemnification: Details mutual indemnification obligations

15. Termination: Specifies termination rights, procedures, and consequences

16. Force Majeure: Addresses unforeseen circumstances preventing performance

17. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

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

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

1. Service Levels: Include when specific performance metrics and service levels need to be maintained

2. Change Control: Add when services may require frequent modifications or updates

3. Disaster Recovery: Include for critical services requiring business continuity planning

4. Insurance: Add when specific insurance requirements are necessary for the services

5. Security Requirements: Include for services involving sensitive systems or data

6. Compliance with Laws: Add detailed section when services are heavily regulated

7. Personnel Requirements: Include when specific qualifications or security clearances are required

8. Audit Rights: Add when customer requires rights to audit service provider's operations

9. Transition Services: Include when complex service transition in or out is anticipated

What schedules should be included in a Master Service Agreement?

1. Schedule 1 - Services Description: Detailed description of services to be provided

2. Schedule 2 - Service Levels and KPIs: Specific performance metrics and measurement methods

3. Schedule 3 - Fee Schedule: Detailed pricing, rate cards, and payment terms

4. Schedule 4 - Authorized Representatives: List of key contacts and their authority levels

5. Schedule 5 - Technical Requirements: Technical specifications and requirements

6. Schedule 6 - Security Requirements: Detailed security protocols and requirements

7. Schedule 7 - Data Processing Agreement: Specific terms for handling personal data

8. Appendix A - Change Request Form: Template for requesting and documenting changes

9. Appendix B - Service Report Template: Standard format for service performance reporting

10. Appendix C - Escalation Matrix: Contact details and procedures for issue escalation

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

抖阴视频

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Information Technology

Business Process Outsourcing

Professional Services

Consulting

Telecommunications

Financial Services

Healthcare

Manufacturing

Logistics and Supply Chain

Real Estate

Construction

Education

Retail

Relevant Teams

Legal

Procurement

Operations

Finance

Commercial

Business Development

Risk & Compliance

Project Management

Service Delivery

Information Technology

Account Management

Relevant Roles

General Counsel

Legal Director

Commercial Director

Procurement Manager

Operations Director

Chief Financial Officer

Contract Manager

Business Development Manager

Account Manager

Risk Manager

Compliance Officer

Project Manager

Service Delivery Manager

Chief Technology Officer

Chief Operating Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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