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MSP Master Service Agreement Template for England and Wales

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Key Requirements PROMPT example:

MSP Master Service Agreement

"Need an MSP Master Service Agreement for our UK-based IT company to provide cloud management and cybersecurity services to enterprise clients, with specific focus on GDPR compliance and service level commitments starting from March 2025."

Document background
The MSP Master Service Agreement is designed for use in England and Wales when establishing a comprehensive framework for managed service provision. This agreement is essential when a service provider will deliver ongoing IT, cloud, or business process services to a client organization. It covers crucial elements including service levels, data protection, intellectual property rights, and liability allocation, while ensuring compliance with UK legislation such as the Data Protection Act 2018 and relevant industry regulations. The agreement serves as the foundation for subsequent service orders and provides flexibility for service evolution over time.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Term and Termination: Duration and termination provisions

6. Charges and Payment: Pricing, payment terms and mechanisms

7. Service Levels: Performance standards and metrics

8. Data Protection: Data handling and protection obligations

9. Confidentiality: Protection of confidential information

10. Liability and Indemnities: Risk allocation between parties

Optional Sections

1. Change Control: Process for managing changes to services - recommended for complex or long-term arrangements

2. TUPE: Staff transfer provisions - required when service provision involves transfer of employees

3. Export Control: Compliance with export regulations - necessary for international service provision

4. Business Continuity: Disaster recovery and service continuation - recommended for critical services

Suggested Schedules

1. Schedule 1 - Service Description: Detailed specification of services to be provided

2. Schedule 2 - Service Levels: Detailed performance metrics and measurement criteria

3. Schedule 3 - Charges: Detailed pricing structure and calculations

4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and processing requirements

5. Schedule 5 - Change Control Procedure: Detailed process for managing changes to services and agreement

6. Schedule 6 - Exit Plan: Service transition arrangements at termination

7. Schedule 7 - Form of Work Order: Template for ordering additional services

8. Schedule 8 - Key Personnel: List of key staff and roles from both parties

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



































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Industries

Contracts (Rights of Third Parties) Act 1999: Core legislation governing how third parties may enforce terms of a contract to which they are not a direct party

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

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving the supply of goods and services

UK GDPR: Primary data protection legislation in the UK post-Brexit, governing how personal data must be handled and processed

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, marketing, and use of cookies

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when business ownership or service provision changes hands

Employment Rights Act 1996: Fundamental employment rights legislation in the UK

Copyright, Designs and Patents Act 1988: Main legislation governing intellectual property rights including copyright protection

Trade Marks Act 1994: Governs the registration and protection of trademarks

Network and Information Systems Regulations 2018: Legislation aimed at improving cybersecurity for critical national infrastructure and digital service providers

Consumer Rights Act 2015: Key consumer protection legislation covering goods, services, and digital content

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and online business activities

Competition Act 1998: Prohibits anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Covers competition law and consumer protection measures

Financial Services and Markets Act 2000: Primary legislation for regulation of financial services and markets in the UK

Export Control Act 2002: Controls and regulates the export of goods, technology, and services

Bribery Act 2010: Anti-corruption legislation creating offences for bribery and failure to prevent bribery

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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