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MSP Master Service Agreement

MSP Master Service Agreement Template for India

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Key Requirements PROMPT example:

MSP Master Service Agreement

"I need an MSP Master Service Agreement for a healthcare technology company based in Mumbai, with particular emphasis on data protection and HIPAA compliance, as we'll be handling sensitive patient data and providing 24/7 IT support services starting March 2025."

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Document background
The MSP Master Service Agreement serves as the foundational contract for organizations seeking to outsource their IT services management to specialized providers in India. This document is essential when establishing long-term managed service relationships, typically used when a client requires comprehensive IT support, infrastructure management, or specialized technical services. The agreement, governed by Indian law, encompasses detailed service specifications, performance metrics, compliance requirements, and commercial terms. It addresses key aspects such as data protection under Indian IT laws, intellectual property rights, and service level commitments while ensuring alignment with local regulatory requirements. The document is structured to provide flexibility for service modifications while maintaining a stable contractual framework, making it suitable for both large enterprises and growing organizations seeking professional IT management services.
Suggested Sections

1. Parties: Identifies the MSP and the client, including their legal status, registered addresses, and company registration numbers

2. Background: Outlines the context of the agreement, including the MSP's business, client's requirements, and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Services: Describes the core services to be provided by the MSP, including general service obligations and service delivery framework

5. Term and Termination: Specifies the initial term, renewal provisions, and circumstances under which either party may terminate the agreement

6. Service Levels: Establishes the performance standards, measurement criteria, and consequences of not meeting agreed service levels

7. Charges and Payment: Details the fee structure, payment terms, invoicing process, and handling of expenses

8. MSP Obligations: Lists the key responsibilities and commitments of the MSP in delivering the services

9. Client Obligations: Specifies the client's responsibilities and requirements for enabling service delivery

10. Data Protection and Security: Outlines data handling practices, security measures, and compliance with relevant data protection laws

11. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created intellectual property

12. Confidentiality: Details obligations regarding protection and non-disclosure of confidential information

13. Liability and Indemnification: Sets out liability limitations, exclusions, and mutual indemnification obligations

14. Force Majeure: Addresses handling of circumstances beyond reasonable control of either party

15. Dispute Resolution: Establishes procedures for resolving disputes between parties

16. General Provisions: Contains standard boilerplate clauses including notices, assignment, amendment process, and governing law

Optional Sections

1. Transition Services: Details the process of transitioning services from existing providers or back to the client; include when there's a complex transition phase

2. Disaster Recovery: Specifies disaster recovery and business continuity obligations; include for critical service provisions

3. Staff and Subcontractors: Addresses requirements for MSP personnel and use of subcontractors; include when specific staffing requirements exist

4. Insurance: Details specific insurance requirements; include when handling sensitive data or high-value services

5. Compliance with Standards: Specifies industry-specific standards and certifications; include for regulated industries

6. Multi-vendor Provisions: Addresses cooperation with other service providers; include in complex IT environments

7. Change Control: Establishes procedures for managing changes to services; include for complex or long-term engagements

8. Audit Rights: Details client's rights to audit MSP's operations; include for regulated industries or critical services

9. Exit Management: Specifies detailed exit procedures; include for complex service relationships

Suggested Schedules

1. Schedule 1 - Services Description: Detailed description of each service, including technical specifications and delivery parameters

2. Schedule 2 - Service Levels and KPIs: Comprehensive service level agreements, measurement methodologies, and reporting requirements

3. Schedule 3 - Charges: Detailed pricing structure, rate cards, payment milestones, and pricing adjustment mechanisms

4. Schedule 4 - Client Dependencies: Detailed list of client-provided resources, facilities, and requirements

5. Schedule 5 - Security Requirements: Specific security protocols, standards, and compliance requirements

6. Schedule 6 - Data Processing Agreement: Detailed terms for handling personal data and ensuring compliance with data protection laws

7. Schedule 7 - Transition Plan: Detailed timeline and responsibilities for service transition

8. Schedule 8 - Approved Subcontractors: List of pre-approved subcontractors and their respective roles

9. Schedule 9 - Business Continuity Plan: Detailed procedures for ensuring service continuity during disruptions

10. Schedule 10 - Exit Plan: Detailed procedures and responsibilities for service termination and transition

11. Appendix A - Escalation Matrix: Contact details and procedures for issue escalation

12. Appendix B - Report Formats: Templates and formats for required service reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions































































Clauses









































Relevant Industries

Information Technology

Healthcare

Financial Services

Manufacturing

Retail

Telecommunications

Education

Government and Public Sector

E-commerce

Professional Services

Banking

Insurance

Logistics and Supply Chain

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Finance

Risk and Compliance

Operations

Information Security

Vendor Management

Senior Management

Project Management Office

Relevant Roles

Chief Information Officer

IT Director

Chief Technology Officer

Procurement Manager

Legal Counsel

Contract Manager

IT Operations Manager

Service Delivery Manager

Chief Financial Officer

Risk and Compliance Manager

Information Security Officer

Project Manager

Vendor Management Officer

Operations Director

Chief Executive Officer

Technical Account Manager

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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