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MSA Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Master Services Agreement (MSA) is a foundational document used to establish a long-term business relationship between a service provider and a client under German law. This type of agreement is particularly relevant when parties anticipate multiple service engagements over time and need a standardized framework to govern their relationship. The MSA Agreement sets out the principal terms and conditions that will apply to all future service transactions, including key provisions required under German law such as liability limitations, data protection requirements, and standard business terms regulations. It typically includes or references separate schedules for specific services, pricing, and service levels, allowing for flexibility while maintaining consistency in the core legal relationship. This structure is commonly used in various industries where ongoing service provision is required, from IT services to professional consulting.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































Clauses















































Relevant Industries

Information Technology

Professional Services

Manufacturing

Financial Services

Healthcare

Telecommunications

Consulting

Software Development

Business Process Outsourcing

Engineering Services

Logistics and Supply Chain

Research and Development

Relevant Teams

Legal

Procurement

Finance

Operations

Compliance

Risk Management

Commercial

Business Development

Information Technology

Vendor Management

Project Management

Relevant Roles

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

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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