The IT Master Services Agreement serves as the primary contractual framework for organizations seeking to establish a long-term relationship for the provision of IT services in the UAE. This document is essential when a service provider will deliver multiple IT services over time, potentially including software development, system integration, cloud services, or technical support. It complies with UAE federal laws governing technology services, data protection, and commercial transactions, while providing a flexible structure for future service engagements through work orders. The agreement is particularly relevant in the context of UAE's digital transformation initiatives and increasing focus on technology adoption across both public and private sectors.
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1. Parties: Identification of contracting parties, including registered addresses and company details
2. Background: Context of the agreement and relationship between parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Services: Overview of IT services to be provided and service engagement process
5. Term and Termination: Duration of agreement, renewal terms, and termination conditions
6. Charges and Payment: Pricing structure, payment terms, and invoicing procedures
7. Service Levels: Performance standards, measurement metrics, and remedies for non-performance
8. Data Protection and Security: Compliance with UAE data protection laws and security requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
11. Warranties and Representations: Standard warranties regarding services and compliance with laws
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Force Majeure: Events beyond reasonable control and their impact on obligations
14. Dispute Resolution: Process for resolving disputes under UAE law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Change Control: Procedures for managing changes to services or agreement terms, recommended for complex service arrangements
2. Business Continuity: Disaster recovery and business continuity requirements, essential for critical services
3. Staff and Subcontractors: Rules regarding personnel and subcontractor use, important for onsite services
4. Knowledge Transfer: Provisions for training and knowledge sharing, relevant for complex implementations
5. Exit Management: Detailed exit procedures and transition assistance, crucial for business-critical services
6. Cloud Services: Specific terms for cloud-based services, required if cloud services are part of the offering
7. Hardware Provisions: Terms related to hardware supply and maintenance, if hardware is part of the services
8. Software Development: Specific terms for custom software development projects
9. UAE Government Requirements: Additional compliance requirements for government contracts
1. Schedule 1 - Services Description: Detailed description of each service offering and delivery specifications
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, measurement methods, and penalties
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment milestones
4. Schedule 4 - Data Processing Agreement: Detailed data protection and processing terms compliant with UAE law
5. Schedule 5 - Security Requirements: Information security standards and procedures
6. Schedule 6 - Implementation Plan: Project timeline, milestones, and deliverables
7. Schedule 7 - Governance and Reporting: Service management, meeting schedules, and reporting requirements
8. Schedule 8 - Form of Work Order: Template for individual work orders under the master agreement
9. Appendix A - Technical Requirements: Technical specifications and requirements
10. Appendix B - Contact Details: Key personnel and escalation contacts
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