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MSA Agreement
"I need a Master Services Agreement (MSA) under German law for providing IT infrastructure and cloud services to European clients, with strong data protection provisions and the ability to add specific service schedules for different technology offerings starting from January 2025."
1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers (Handelsregister details)
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Detailed definitions of terms used throughout the agreement, including German-specific legal terms
4. Scope of Services: General framework for services to be provided, referencing specific Service Schedules
5. Service Standards: Quality standards, performance metrics, and service level requirements
6. Ordering Process: Procedures for requesting and confirming specific services under the MSA
7. Fees and Payment Terms: Pricing structure, invoicing requirements, and payment terms compliant with German law
8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: GDPR compliance and data processing requirements
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnification: Limitation of liability provisions compliant with German law
13. Force Majeure: Events excusing performance under German law principles
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
15. General Provisions: Standard closing provisions including severability, entire agreement, and amendments
1. Insurance Requirements: Specific insurance coverage requirements - include when services involve significant risks or regulatory requirements
2. Compliance with Laws: Specific regulatory compliance obligations - include when operating in regulated industries
3. Anti-Corruption: Anti-bribery and corruption provisions - include for international service relationships
4. Personnel Requirements: Specific qualifications or security clearance requirements - include when services require specific expertise
5. Audit Rights: Rights to audit service provider's operations - include for regulated industries or critical services
6. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
7. Security Requirements: IT and physical security requirements - include when handling sensitive data or accessing client premises
8. Export Control: Export control compliance - include when services involve international data or technology transfer
1. Service Description Schedule: Detailed description of specific services offered under the MSA
2. Service Level Agreement (SLA): Detailed performance metrics, measurement methods, and remedies
3. Price Schedule: Detailed pricing, rate cards, and specific payment terms for different services
4. Data Processing Agreement: Detailed GDPR-compliant data processing terms and technical/organizational measures
5. Security Requirements Schedule: Detailed security protocols and requirements
6. Approved Subcontractors: List of pre-approved subcontractors and their roles
7. Change Control Procedure: Process for implementing changes to services or terms
8. Technical Requirements: Technical specifications and requirements for service delivery
Authors
Information Technology
Professional Services
Manufacturing
Financial Services
Healthcare
Telecommunications
Consulting
Software Development
Business Process Outsourcing
Engineering Services
Logistics and Supply Chain
Research and Development
Legal
Procurement
Finance
Operations
Compliance
Risk Management
Commercial
Business Development
Information Technology
Vendor Management
Project Management
Legal Counsel
Procurement Manager
Contract Manager
Chief Legal Officer
Commercial Director
Operations Director
Chief Financial Officer
Risk Manager
Compliance Officer
Project Manager
Account Manager
Business Development Manager
Chief Technology Officer
Vendor Manager
Head of Operations
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