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Standard Master Services Agreement for Philippines

Standard Master Services 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 deliver various services to a client. This agreement serves as the master document for all future service engagements, detailing the operational, commercial, and legal framework while ensuring compliance with Philippine civil and commercial laws, including data privacy regulations and intellectual property protection. It includes provisions for service ordering, delivery standards, payment terms, liability limitations, and dispute resolution mechanisms specific to the Philippine jurisdiction.

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What is a Standard Master Services Agreement?

The Standard Master Services Agreement (MSA) is designed for businesses operating in the Philippines who require a robust legal framework for ongoing service relationships. This document serves as the primary agreement governing all service engagements between a service provider and client, establishing the foundational terms and conditions while allowing flexibility for specific services through individual service orders. The MSA is particularly crucial in the Philippine business context, where it must align with local commercial laws, the Civil Code, and various regulations including data privacy and intellectual property protection. It is typically used when parties anticipate multiple service engagements over time and need a standardized approach to managing their business relationship, reducing the need to negotiate terms for each new service.

What sections should be included in a Standard Master Services Agreement?

1. Parties: Identification of the contracting parties with their complete legal names, addresses, and registration details

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

3. Definitions: Detailed definitions of terms used throughout the agreement

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

5. Service Orders: Process for requesting, approving, and implementing specific services

6. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

7. Payment Terms: Pricing structure, payment schedules, invoicing procedures, and related financial terms

8. Service Provider Obligations: Key responsibilities and commitments of the service provider

9. Client Obligations: Key responsibilities and commitments of the client

10. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP

11. Confidentiality: Protection and handling of confidential information

12. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

13. Warranties and Representations: Standard warranties regarding services, authority to contract, and compliance

14. Limitation of Liability: Limitations and caps on liability of both parties

15. Indemnification: Mutual indemnification obligations and procedures

16. Force Majeure: Provisions for unforeseen circumstances and their handling

17. Dispute Resolution: Process for resolving disputes, including jurisdiction and venue

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

What sections are optional to include in a Standard Master Services Agreement?

1. Personnel Requirements: Used when services involve deployment of personnel, including qualifications, replacement procedures, and conduct requirements

2. Service Levels: Include when specific performance metrics and standards need to be maintained

3. Security Requirements: Added when services involve access to sensitive systems or information

4. Business Continuity: Required for critical services needing disaster recovery and business continuity plans

5. Regulatory Compliance: Include for regulated industries or services subject to specific regulatory requirements

6. Insurance Requirements: Added when specific insurance coverage needs to be maintained

7. Transition Services: Include when complex service transition or exit management is required

8. Environmental Compliance: Used when services have environmental impact or sustainability requirements

9. Anti-Corruption Compliance: Added for high-value contracts or government-related services

What schedules should be included in a Standard Master Services Agreement?

1. Schedule A - Service Descriptions: Detailed descriptions of all services covered under the agreement

2. Schedule B - Pricing and Payment Terms: Detailed pricing structures, rates, and payment terms

3. Schedule C - Service Levels: Specific performance metrics, measurement methods, and remedies

4. Schedule D - Key Personnel: List of key personnel and their roles (if applicable)

5. Schedule E - Technical Requirements: Technical specifications and requirements for service delivery

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

7. Schedule G - Approved Subcontractors: List of approved subcontractors and their roles

8. Schedule H - Form of Service Order: Template for individual service orders

9. Appendix 1 - Change Control Procedure: Process for managing changes to services or agreement terms

10. Appendix 2 - Escalation Procedure: Process for escalating issues and disputes

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

Service Agreement

Cost

Free to use
Relevant legal definitions













































Clauses










































Relevant Industries

Information Technology

Business Process Outsourcing

Professional Services

Consulting

Engineering

Manufacturing

Healthcare

Financial Services

Telecommunications

Construction

Logistics

Facilities Management

Education

Research and Development

Marketing and Advertising

Relevant Teams

Legal

Procurement

Commercial

Operations

Finance

Compliance

Risk Management

Business Development

Account Management

Project Management

Service Delivery

Vendor Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Procurement Manager

Contract Manager

Business Development Manager

Operations Director

Project Manager

Account Manager

Risk Manager

Compliance Officer

Chief Financial Officer

Chief Operating Officer

Service Delivery Manager

Vendor Management 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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