Master services agreement

Master services agreement contents

1. Structure: framework for products, services and licences; elements of 
   Agreement
   .
2. Minimum Term: minimum term prompt.
3. Representatives:
   Supplier
   representatives;
   Customer
   representatives.
4. Contractual notices: prompt for first party contractual notice details; prompt for second party contractual notice details.

SCHEDULE 1 (DEFINITIONS AND INTERPRETATION)

1. Definitions: definitions.
2. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
3. Precedence: order of precedence.

SCHEDULE 2 (GENERAL TERMS AND CONDITIONS)

1. Term: commencement of term; end of term.
2. Order process: parties to agree statements of work; statement of work charges as agreed in rate card; no minimum order guarantees.
3. Order process: request for draft statement of work; charges in statement of work as agreed in rate card;
   Customer
    responses to draft statement of work; no 
   Customer
    right to amend statement of work; no minimum order guarantees; statement of work acceptance period lapse.
4. Statements of Work: provisions apply to statements of work unless overridden; term of each statement of work; termination of SoW for convenience; termination of SoW upon breach; termination of SoW upon late payment; statements of work, charges and performance.
5. Services: obligation to provide services in accordance with statements of work; standard of services.
6. Customer
   obligations: general second party obligations; access to computer systems.
7. Customer
   Materials: supply of second party materials (SoW); licence of
   Customer
   materials; warranties relating to 
   Customer
   materials.
8. Customer
   Premises: obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.
9. Key Persons: key persons to perform all services; key persons to perform defined services (SoW); prohibition on removal or replacement of key person; Temporary replacement of key person by
   the Supplier
   ; Removal or replacement of key person with consent; Removal and replacement of key person by
   Supplier
    upon necessity; Removal of key person at request of
   Customer
   ; procedure for replacement of key persons; Section does not limit obligations to provide services.
10. Representatives: instructions given by first party representatives; instructions given by second party representatives.
11. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
12. Charges: obligation to pay charges; time-base charges limitations; amounts exclusive of VAT; variation of charges.
13. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
14. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
15. Payments: issue of invoices (SoW); time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments; suspension of services.
16. Withholding taxes: deduction of withholding tax by 
    Customer
    ; gross-up of withholding tax by 
    Customer
    .
17. Compliance audit: right to audit compliance; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
18. Confidentiality obligations:
    Supplier
    confidentiality undertaking;
    Customer
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
19. Publicity: limited public disclosures; limited public disclosures by 
    Supplier
    ; limited public disclosures by
    Customer
    ; confidentiality obligations overriding.
20. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Supplier
     (GDPR, SoW); purposes of processing of personal data by 
    the Supplier
     (GDPR, SoW); duration of personal data processing by
    Supplier
    (GDPR, SoW); personal data processed by
    Supplier
    on instructions (GDPR); authorised international transfers of personal data (GDPR, SoW); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Supplier
    as required by law (GDPR); confidentiality obligations on
    Supplier
     persons processing personal data (GDPR); security of personal data processed by 
    Supplier
     (GDPR, SoW); appointment of sub-processor by
    Supplier
    (GDPR); authorisation for
    Supplier
    to appoint sub-processors (GDPR, SoW);
    Supplier
     to assist with exercise of data subject rights (GDPR);
    Supplier
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Supplier
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Supplier
     (GDPR);
    Supplier
     to allow audit (GDPR); changes to data protection law.
21. Warranties: first party general warranties;
    Customer
    warranty of authority; exclusion of implied warranties and representations.
22. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
23. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
24. Supplier
     insurance: obligation to arrange and maintain insurance; types and amounts of insurance cover; period of insurance cover; insurance company requirements; obligation to provide insurance documentation; insurance and subcontractors.
25. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
26. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; termination on change of control.
27. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
28. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
29. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Supplier
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Supplier
     to comply with 
    Customer
     anti-corruption policy;
    Supplier
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
30. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Supplier
     anti-slavery obligations for associated persons;
    Supplier
     to comply with 
    Customer
     anti-slavery policy;
    Supplier
     to maintain anti-slavery policies; breach of section constitutes material breach.
31. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Supplier
     anti-tax evasion obligations for associated persons;
    Supplier
     to comply with 
    Customer
     anti-tax evasion policy;
    Supplier
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
32. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
33. TUPE not applicable: TUPE not applicable.
34. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
35. Notices: section applies to all contractual notices; contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
36. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
37. Assignment: assignment by first party; assignment by second party.
38. No waivers: no unwritten waivers of breach; no continuing waiver.
39. Severability: severability of whole; severability of parts.
40. Third party rights: third party rights: benefit; third party rights: exercise of rights.
41. Variation: variation in writing and signed.
42. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
43. Law and jurisdiction: governing law; jurisdiction.

SCHEDULE 3 (SERVICE TERMS AND CONDITIONS)

Service terms and conditions and SoWs.

ANNEX 1 (CONSULTANCY SERVICES)

ANNEX 2 (DEVELOPMENT SERVICES)

ANNEX 3 (SUPPLIER SOFTWARE)

ANNEX 4 (THIRD PARTY SOFTWARE)

ANNEX 5 (HOSTED SERVICES)

ANNEX 6 (MAINTENANCE SERVICES)

ANNEX 7 (SUPPORT SERVICES)

ANNEX 8 (PRODUCT SUPPLIES)

SCHEDULE 4 (FORM OF STATEMENT OF WORK)

1. Introduction: number of SoW; background to SoW; terms defined in MSA apply in SoW.
2. Acceptance of Statement of Work: acceptance period for SoW.
3. Term of Statement of Work: date SoW comes into force.
4. Applicable provisions: services etc to be supplied under SoW; provisions applied by SoW; general provisions apply to SoW.
5. Consultancy Services: consultancy services specification; consultancy deliverables specification; charges for consultancy services.
6. Development Services: development services specification; development deliverables specification; charges for development services.
7. Supplier
   Software:
   Supplier
   software specification;
   Supplier
    software licence limitations;
   Supplier
    software EULAs; charges for
   Supplier
   software.
8. Third Party Software: third party software specification; third party software licence limitations; third party software EULAs; charges for third party software.
9. Hosted Services: hosted services specification; hosted services limitations; charges for hosted services.
10. Maintenance Services: maintained software identification; timetable for maintenance services; charges for maintenance services.
11. Support Services: support services specification; supported software identification; supported hardware identification; charges for support services.
12. Products: products specification; charges for products.
13. Data protection information: prompt for types of personal data (SoW); prompt for categories of data subject (SoW); prompt for personal data processing purposes (SoW); prompt for security measures for personal data (SoW); prompt for identifying sub-processors of personal data (SoW).
14. Execution: execution of statement of work preamble; execution of contract by
    Supplier
    (individual or company); signature line: first; execution of contract by
    Customer
    (individual or company); signature line: second.

SCHEDULE 5 (RATE CARD)

Prompt for rate card.