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Managed Services Contract
"I need a Managed Services Contract for IT infrastructure services, including cloud hosting and cybersecurity, to be provided to our financial services company in Ireland starting March 2025, with strict data protection requirements and detailed SLAs."
1. Parties: Identification of service provider and customer, including registered addresses and company numbers
2. Background: Context of the agreement and high-level purpose of the managed services arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Services Scope and Delivery: Detailed description of services to be provided and delivery requirements
5. Service Levels and Performance: Specific service levels, KPIs, and performance measurement criteria
6. Customer Obligations: Requirements and responsibilities of the customer
7. Charges and Payment: Fee structure, payment terms, and invoicing procedures
8. Data Protection and Security: GDPR compliance requirements and data security obligations
9. Intellectual Property Rights: Ownership and licensing of IP used or created in service delivery
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnities: Limitation of liability and indemnification provisions
12. Force Majeure: Handling of events outside parties' reasonable control
13. Term and Termination: Contract duration, renewal, and termination rights
14. Exit and Migration: Procedures for service transition upon contract end
15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Personnel and Key Staff: Required when specific staff or roles are critical to service delivery
2. TUPE Provisions: Include when staff transfers are part of the service transition
3. Business Continuity: Required for critical services requiring disaster recovery planning
4. Change Control: Include for complex services likely to require formal change management
5. Regulatory Compliance: Required for regulated industries or services
6. Insurance Requirements: Include when specific insurance coverage is required
7. Parent Company Guarantee: Include when financial backing from parent company is required
8. Anti-Bribery and Modern Slavery: Include for international services or when required by corporate policies
1. Schedule 1 - Services Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and measurement methodologies
3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards
4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security policies and requirements
7. Schedule 7 - Transition Plan: Service implementation and transition requirements
8. Schedule 8 - Exit Plan: Detailed procedures for contract termination and service transfer
9. Appendix A - Key Personnel: List of key staff and roles from both parties
10. Appendix B - Approved Subcontractors: List of approved third-party service providers
11. Appendix C - Form of Change Order: Template for documenting and approving changes
Authors
Information Technology
Business Process Outsourcing
Facilities Management
Professional Services
Healthcare
Financial Services
Telecommunications
Manufacturing
Retail
Energy and Utilities
Legal
Procurement
Operations
Information Technology
Risk and Compliance
Finance
Commercial
Project Management Office
Vendor Management
Service Delivery
Chief Information Officer
Head of Procurement
Legal Counsel
Commercial Director
Operations Director
Service Delivery Manager
Procurement Manager
Contract Manager
Risk Manager
Compliance Officer
IT Director
Chief Technology Officer
Chief Operating Officer
Vendor Manager
Project Manager
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