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Managed Service Provider Agreement for the United States

Managed Service Provider Agreement Template for United States

A Managed Service Provider Agreement is a comprehensive legal contract used in the United States that establishes the terms and conditions under which an IT service provider delivers ongoing management, maintenance, and support services to a client organization. The agreement covers service levels, performance metrics, data security requirements, compliance obligations, and risk allocation between parties. It incorporates relevant federal and state regulations, particularly those concerning data protection, privacy, and cybersecurity.

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What is a Managed Service Provider Agreement?

The Managed Service Provider Agreement serves as the foundational document governing the relationship between IT service providers and their clients in the United States. This agreement is essential when organizations outsource their IT operations, infrastructure management, or specific technical functions to a specialized provider. It details service scope, performance standards, security protocols, and compliance requirements while addressing federal and state regulatory obligations. The agreement is particularly crucial in today's digital environment where businesses rely heavily on external expertise for managing their technology infrastructure and ensuring operational continuity.

What sections should be included in a Managed Service Provider Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Service Levels: Performance standards and metrics

6. Fees and Payment: Pricing, payment terms, and invoicing

7. Term and Termination: Duration and termination provisions

8. Confidentiality: Protection of confidential information

9. Data Protection: Data handling and security requirements

10. Liability and Indemnification: Risk allocation between parties

What sections are optional to include in a Managed Service Provider Agreement?

1. HIPAA Compliance: Required when handling healthcare data - includes specific provisions for protected health information

2. Government Contracting: Special provisions required for government contracts including compliance with federal regulations

3. Disaster Recovery: Business continuity requirements and procedures for critical services

4. International Data Transfer: Cross-border data transfer provisions for international operations

What schedules should be included in a Managed Service Provider Agreement?

1. Service Description Schedule: Detailed breakdown of services and deliverables

2. Service Level Agreement: Detailed performance metrics, measurement methods, and remedies

3. Pricing Schedule: Detailed pricing structure, rates, and payment terms

4. Data Processing Agreement: Detailed data handling procedures and compliance requirements

5. Security Requirements: Technical and organizational security measures required

6. Business Continuity Plan: Disaster recovery procedures and business continuity measures

7. Key Personnel: List of key staff, their roles, and responsibilities

8. Exit Management Plan: Transition assistance and termination 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

United States

Publisher

Ƶ

Document Type

Service Agreement

Cost

Free to use
Clauses



































Industries

Computer Fraud and Abuse Act (CFAA): Federal law that governs computer crimes and unauthorized access to computer systems. Essential for defining security responsibilities and breach protocols in MSP agreements.

Electronic Communications Privacy Act (ECPA): Regulates the interception and monitoring of electronic communications. Relevant for MSPs handling client communications and data monitoring services.

Health Insurance Portability and Accountability Act (HIPAA): Governs the protection of sensitive patient health information. Critical if the MSP handles healthcare data or serves healthcare clients.

Gramm-Leach-Bliley Act (GLBA): Requires financial institutions to explain their information-sharing practices and protect sensitive data. Applicable when handling financial data.

Federal Information Security Management Act (FISMA): Sets security standards for federal agencies and their contractors. Required compliance for MSPs working with government entities.

Sarbanes-Oxley Act (SOX): Mandates specific reporting requirements for public companies, including IT controls. Relevant for MSPs serving public companies.

State Data Breach Notification Laws: Various state-specific requirements for reporting data breaches. MSPs must comply with notification requirements in states where their clients operate.

California Consumer Privacy Act (CCPA): Comprehensive privacy law giving California residents control over their personal information. Applies to MSPs handling California residents' data.

Payment Card Industry Data Security Standard (PCI DSS): Security standards for organizations handling credit card information. Mandatory for MSPs involved in payment processing or handling payment data.

Uniform Commercial Code (UCC): Governs commercial transactions across states. Relevant for contract formation and enforcement in MSP agreements.

Electronic Signatures in Global and National Commerce Act (E-SIGN): Provides legal recognition for electronic signatures and records. Important for digital contract execution and record-keeping.

Fair Labor Standards Act (FLSA): Federal law governing wages and overtime. Relevant for MSP staffing and personnel management provisions.

Copyright Act: Protects original works of authorship. Important for software licensing and intellectual property provisions in MSP agreements.

Federal Trade Commission Act: Prohibits unfair or deceptive practices in commerce. Relevant for service delivery and marketing representations.

Cybersecurity Regulations: State-specific and federal requirements for data security measures. Critical for defining security obligations and standards in MSP agreements.

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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