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Cloud Master Agreement Template for England and Wales

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Key Requirements PROMPT example:

Cloud Master Agreement

"Need a Cloud Master Agreement for our enterprise SaaS platform that will be used by financial services clients in the UK, with specific focus on FCA compliance and enhanced security requirements for handling sensitive financial data."

Document background
The Cloud Master Agreement serves as the foundational contract between cloud service providers and their customers, operating under English and Welsh law. It is designed for organizations seeking to establish a comprehensive framework for cloud service delivery, addressing critical aspects such as data protection, security, service levels, and compliance requirements. This agreement is particularly relevant in the post-Brexit regulatory environment, incorporating UK GDPR requirements and other applicable regulations. The document typically includes various schedules and attachments that can be customized based on specific service offerings and customer requirements.
Suggested Sections

1. Parties: Identification of contracting parties, including registered addresses and company numbers

2. Background: Context of the agreement and high-level description of services

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of cloud services to be provided

5. Service Levels: Performance standards, availability commitments, and remedies

6. Charges and Payment: Pricing, payment terms, and invoicing procedures

7. Data Protection: Compliance with UK GDPR and data protection obligations

8. Security: Security requirements and standards

9. Intellectual Property Rights: Ownership and licensing of IP

10. Confidentiality: Protection of confidential information

11. Liability and Indemnities: Limitation of liability and indemnification provisions

12. Term and Termination: Duration, renewal, and termination rights

13. General: Standard boilerplate provisions

Optional Sections

1. Professional Services: Additional implementation or consulting services when professional services are part of the offering

2. Transition Services: Services for migration or exit when complex implementations are required

3. Disaster Recovery: DR procedures and commitments for business-critical services

4. Insurance: Required insurance coverage for high-value or high-risk services

Suggested Schedules

1. Service Description Schedule: Detailed technical specifications of services

2. Service Level Agreement Schedule: Detailed SLA metrics and calculations

3. Pricing Schedule: Detailed pricing and payment terms

4. Data Processing Agreement: Detailed data protection terms and processing activities

5. Security Schedule: Detailed security requirements and procedures

6. Support Services Schedule: Support levels and procedures

7. Acceptable Use Policy: Terms of service use and restrictions

8. Business Continuity Plan: Disaster recovery and business continuity procedures

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: Key data protection regulation governing how personal data must be processed, stored and transferred in the UK post-Brexit. Essential for cloud service provisions involving personal data.

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR to provide a comprehensive framework for data protection in the UK.

Privacy and Electronic Communications Regulations (PECR): Specific rules for privacy in electronic communications, including rules about cookies, electronic marketing, and communication security.

Consumer Rights Act 2015: Primary consumer protection legislation in the UK, relevant if the cloud services are provided to consumers (B2C).

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly regarding limitation of liability and reasonableness of terms.

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic commerce and online business practices, including requirements for online service providers.

Consumer Contracts Regulations 2013: Provides specific protection for consumers in distance selling situations, including digital content and services.

Network and Information Systems Regulations 2018: Sets security requirements for essential services and digital service providers, including cloud computing services.

Computer Misuse Act 1990: Criminalizes unauthorized access to computer systems and data, relevant for security provisions in cloud agreements.

Financial Services and Markets Act 2000: Regulatory framework for financial services in the UK, relevant if cloud services are provided to financial institutions.

International Data Transfer Agreement (IDTA): UK's mechanism for international data transfers post-Brexit, essential for cloud services involving cross-border data flows.

Electronic Communications Act 2000: Provides legal recognition of electronic signatures and electronic communications in the UK.

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, crucial for protecting software and content in cloud services.

Competition Act 1998: Regulates anti-competitive behavior and abuse of dominant market position, relevant for cloud service providers with significant market share.

Employment Rights Act 1996: Relevant for cloud services that may impact employment relationships or involve staff transfer provisions.

Equality Act 2010: Ensures non-discrimination and accessibility in service provision, including digital services.

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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