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The Management Services Agreement is essential for businesses operating in Malaysia that require external management expertise or wish to formalize internal management arrangements between related entities. This document is commonly used when one company provides strategic, operational, or administrative management services to another entity. It must comply with Malaysian legal requirements, including the Contracts Act 1950, Companies Act 2016, and Employment Act 1955. The agreement typically covers service scope, performance metrics, fee structures, confidentiality obligations, and dispute resolution mechanisms, while considering Malaysian tax implications and regulatory requirements. It's particularly relevant for corporate restructuring, group company arrangements, or when engaging professional management services.

1. Parties: Identification of the service provider and client with full legal names and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the management services arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope of Services: Clear statement of appointment and detailed description of management services to be provided

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Service Provider's Obligations: Detailed responsibilities, performance standards, and delivery requirements

7. Client's Obligations: Client's responsibilities, including provision of information, access, and cooperation

8. Fees and Payment Terms: Service fees, payment schedule, expenses, and invoicing procedures

9. Intellectual Property Rights: Ownership and usage rights of IP created during service provision

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Malaysian Personal Data Protection Act and data handling procedures

12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

13. Force Majeure: Events excusing performance and related procedures

14. Governing Law and Dispute Resolution: Malaysian law as governing law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment