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Master Supplier Services Agreement
"I need a Master Supplier Services Agreement for an IT service provider who will be handling sensitive customer data and providing cloud services to our Australian financial services company, with specific emphasis on data protection and security requirements."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the supplier's business and the client's requirements
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Term and Renewal: Specifies the initial term, renewal options, and conditions for extension
5. Supply of Services: Outlines the general framework for service provision and ordering process
6. Service Standards: Establishes the required quality standards, KPIs, and service levels
7. Fees and Payment: Details the pricing structure, payment terms, and invoicing requirements
8. Governance and Reporting: Establishes management structure, reporting requirements, and meeting cadence
9. Personnel and Resources: Sets requirements for supplier personnel, including qualifications and security clearances
10. Intellectual Property Rights: Addresses ownership and licensing of pre-existing and created IP
11. Confidentiality: Defines confidential information and obligations regarding its protection
12. Privacy and Data Protection: Establishes obligations for handling personal and sensitive information
13. Insurance and Liability: Specifies required insurance coverage and liability limitations
14. Termination: Details termination rights, process, and consequences
15. General Provisions: Includes standard boilerplate clauses such as notices, governing law, and dispute resolution
1. Security Requirements: Required when services involve access to sensitive systems or data
2. Business Continuity: Important for critical services requiring disaster recovery planning
3. Environmental Compliance: Necessary when services have environmental implications
4. Modern Slavery Compliance: Required for larger contracts or when supply chain transparency is crucial
5. Export Control: Needed when services involve international data transfers or technology
6. Industry-Specific Compliance: Required for regulated industries like healthcare or financial services
7. Transition Services: Important when complex service transition is required at start or end
8. Innovation and Continuous Improvement: Valuable for long-term strategic supplier relationships
9. Parent Company Guarantee: Required when supplier's financial strength needs additional backing
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 - Pricing and Fees: Detailed pricing structure, rates, and payment terms
4. Schedule 4 - Governance Framework: Detailed governance structure, roles, and responsibilities
5. Schedule 5 - Change Control Procedure: Process for managing changes to services or agreement
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Required Insurance: Specific insurance types and coverage levels
8. Schedule 8 - Form of Work Order: Template for individual work orders under the master agreement
9. Schedule 9 - Transition Plan: Details of service transition in and out
10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their scope
11. Appendix A - Key Personnel: Details of key supplier personnel assigned to the services
12. Appendix B - Client Policies: Relevant client policies supplier must comply with
Authors
Information Technology
Professional Services
Manufacturing
Telecommunications
Financial Services
Healthcare
Construction
Energy and Utilities
Retail
Transportation and Logistics
Mining and Resources
Education
Government and Public Sector
Legal
Procurement
Finance
Operations
Risk and Compliance
Supply Chain
Commercial
Information Technology
Business Development
Project Management Office
Vendor Management Office
Chief Procurement Officer
Procurement Manager
Contract Manager
Legal Counsel
Commercial Manager
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Supply Chain Manager
Vendor Manager
Category Manager
General Counsel
Business Unit Director
Project Manager
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