The Master Service Agreement and Statement of Work structure is designed for complex service relationships under Dutch law where parties require a flexible yet robust legal framework. This document type is particularly relevant when a service provider will deliver multiple projects or ongoing services to a client over time. The MSA portion establishes the foundational legal and commercial terms that govern the overall relationship, while individual SOWs can be added to specify distinct projects, deliverables, and commercial terms without renegotiating the base agreement. This approach is commonly used in professional services, technology implementations, and consulting engagements where scope, deliverables, and pricing may vary across different projects. The framework ensures compliance with Dutch legal requirements, including the Dutch Civil Code and GDPR, while providing practical mechanisms for managing the service relationship.
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1. Parties: Identification and details of the contracting parties, including registered addresses and company details
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Defined terms used throughout the agreement and SOWs
4. Services Framework: Overview of the types of services that may be provided under the agreement
5. Statement of Work Process: Process for creating, approving, and amending SOWs
6. Service Provider Obligations: Core obligations and responsibilities of the service provider
7. Client Obligations: Core obligations and responsibilities of the client
8. Fees and Payment Terms: Pricing structure, payment terms, invoicing process, and late payment consequences
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
10. Confidentiality: Protection and handling of confidential information
11. Data Protection: GDPR compliance and data processing obligations
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Term and Termination: Duration of agreement and termination rights
14. Force Majeure: Rights and obligations during events beyond reasonable control
15. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Non-Competition: Restrictions on competitive activities, used when services involve sensitive market positions
2. Personnel and Subcontracting: Rules for using subcontractors and key personnel requirements, needed when specific staff expertise is crucial
3. Service Levels: Performance metrics and remedies, included when specific service levels need to be maintained
4. Audit Rights: Client's rights to audit service provider's operations, important for regulated industries
5. Insurance: Insurance requirements, particularly relevant for high-risk services
6. Business Continuity: Disaster recovery and business continuity requirements, crucial for critical services
7. Export Control: Compliance with export control laws, needed for international services or technology transfer
8. Anti-Bribery and Corruption: Compliance with anti-corruption laws, important for international relationships or public sector clients
1. Schedule 1 - Standard SOW Template: Template for creating Statements of Work under the MSA
2. Schedule 2 - Rate Card: Standard rates for services and personnel categories
3. Schedule 3 - Service Descriptions: Detailed descriptions of available services
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details
5. Schedule 5 - Security Requirements: Information security standards and requirements
6. Schedule 6 - Service Levels and KPIs: Detailed service level agreements and measurement criteria
7. Schedule 7 - Approved Subcontractors: List of pre-approved subcontractors and their roles
8. Schedule 8 - Change Control Procedure: Process for managing changes to services or SOWs
9. Appendix A - Contact Details: Key contacts and escalation procedures
10. Appendix B - Technical Requirements: Technical specifications and requirements for service delivery
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