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Managed Services Master Service Agreement

Managed Services Master Service Agreement Template for Australia

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Key Requirements PROMPT example:

Managed Services Master Service Agreement

"I need a Managed Services Master Service Agreement for my IT consulting company to provide cloud infrastructure management and cybersecurity services to enterprise clients in the financial services sector, with specific focus on data protection and compliance with APRA requirements."

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Document background
The Managed Services Master Service Agreement (MSA) is designed for businesses operating in Australia that require a robust legal framework for outsourcing operational functions to specialist service providers. This agreement is particularly suitable for long-term service relationships where a provider delivers ongoing managed services, such as IT infrastructure management, business process outsourcing, or facilities management. The MSA establishes the overarching terms while allowing for specific services to be detailed in schedules and statements of work. It incorporates Australian legal requirements, including privacy law compliance, consumer protections, and security obligations. The agreement is structured to provide comprehensive protection for both parties while maintaining the flexibility needed for evolving service requirements and technological changes.
Suggested Sections

1. Parties: Identifies the service provider and customer, including ABN/ACN and registered addresses

2. Background: Context of the agreement, brief description of the parties' business and purpose of the arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Term and Renewal: Initial term, renewal options, and notice periods for renewal or non-renewal

5. Services: High-level description of services, service provider obligations, and service standards

6. Customer Obligations: Customer responsibilities, access requirements, and cooperation obligations

7. Personnel: Requirements for service provider personnel, key personnel provisions, and security clearance requirements

8. Charges and Payment: Fee structure, payment terms, invoicing, and dispute procedures

9. Intellectual Property: IP ownership, licenses, and restrictions on use of each party's IP

10. Confidentiality: Protection of confidential information, permitted disclosures, and survival of obligations

11. Privacy and Data Protection: Compliance with privacy laws, data handling requirements, and data breach procedures

12. Security: Information security requirements, access controls, and security incident management

13. Audit and Compliance: Audit rights, compliance reporting, and record-keeping obligations

14. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements

15. Dispute Resolution: Process for resolving disputes, including escalation procedures and governing jurisdiction

16. Termination: Termination rights, consequences of termination, and transition assistance

17. General: Standard boilerplate provisions including notices, assignment, and entire agreement

Optional Sections

1. Change Control: Formal process for requesting and implementing changes to services or agreement terms. Include when services are likely to evolve significantly

2. Business Continuity and Disaster Recovery: Detailed BC/DR requirements. Include for critical services or when handling sensitive data

3. Third Party Providers: Management of subcontractors and third-party service providers. Include when subcontracting is likely

4. Transition In: Detailed transition or implementation requirements. Include for complex service transitions

5. Export Control: Export control compliance requirements. Include when services involve international data transfers or technology

6. Force Majeure: Treatment of events beyond reasonable control. Include based on risk assessment and criticality of services

7. Parent Company Guarantee: Additional financial security provisions. Include when service provider's financial stability is crucial

8. Innovation and Continuous Improvement: Requirements for service improvement and technology updates. Include for long-term strategic relationships

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of each service, including scope, deliverables, and exclusions

2. Schedule 2 - Service Levels: Service level agreements, KPIs, measurement methods, and service credits

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

4. Schedule 4 - Governance: Governance framework, meeting cadence, reporting requirements, and escalation paths

5. Schedule 5 - Security Requirements: Detailed security policies, standards, and compliance requirements

6. Schedule 6 - Business Continuity and Disaster Recovery: Detailed BC/DR plans, testing requirements, and recovery time objectives

7. Schedule 7 - Form of Change Order: Template and process for documenting and approving changes

8. Schedule 8 - Transition Plan: Detailed transition milestones, responsibilities, and acceptance criteria

9. Appendix A - Key Personnel: List of key personnel, roles, and replacement requirements

10. Appendix B - Approved Subcontractors: List of approved subcontractors and their scope of services

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

































































Clauses








































Relevant Industries

Information Technology

Telecommunications

Financial Services

Healthcare

Manufacturing

Professional Services

Energy and Utilities

Mining and Resources

Retail

Government and Public Sector

Education

Transport and Logistics

Relevant Teams

Legal

Procurement

Information Technology

Operations

Finance

Risk and Compliance

Information Security

Vendor Management

Commercial

Service Delivery

Project Management

Business Operations

Relevant Roles

Chief Information Officer

Chief Technology Officer

Procurement Manager

Commercial Manager

Contract Manager

Legal Counsel

IT Director

Operations Manager

Service Delivery Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Vendor Manager

Project Manager

Business Unit Director

Chief Operating Officer

Solutions Architect

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

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