Master services agreement
A master services agreement is a framework contract under which one business may supply a range of different services to another business. This template is designed specifically for the supply of IT-related services, licences and products.
It has been structured to ensure maximum flexibility and is made up of 5 main elements.
The first element is the master services agreement body. This relatively short element is used to specify framework-level variables, such as party identities, party representative details and contractual notice details.
The second element is a schedule to the master services agreement, setting out the definitions used throughout the agreement, alongside interpretative clauses.
The third element is another schedule containing the general terms and conditions that will apply to all statements of work - whatever the nature of the services. These cover structural matters: the manner in which particular statements of work made within the framework come into force and expire or are terminated. They also cover general customer obligations, payments, confidentiality, data protection, limitations of liability and legal compliance.
The fourth element is a set of service-specific terms and conditions relating to particular services. The provisions of each set of service terms and conditions will only apply where the supplier is providing the relevant service to the customer. The services covered in this template are: consultancy services; software development services; supplier software licensing; third party software licensing; cloud/hosted services; support services relating to software and/or hardware; software maintenance services; and hardware supplies. If a particular set of clauses is not relevant to the business in question, they can easily be removed.
The fifth element is a skeleton statement of work. A statement of work should be created and executed by the parties in relation to each order.Ask about this document
Master services agreement contents
- Structure: framework for products, services and licences; elements of Agreement.
Minimum Term: minimum term prompt. Representatives:Supplierrepresentatives;Customerrepresentatives.
- Contractual notices: prompt for first party contractual notice details; prompt for second party contractual notice details.
SCHEDULE 1 (DEFINITIONS AND INTERPRETATION)
- Definitions: definitions.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
- Precedence: order of precedence.
SCHEDULE 2 (GENERAL TERMS AND CONDITIONS)
- Term: commencement of term; end of term.
- Order process: parties to agree statements of work; statement of work charges as agreed in rate card; no minimum order guarantees.
- Order process: request for draft statement of work; charges in statement of work as agreed in rate card; Customerresponses to draft statement of work; noCustomerright to amend statement of work; no minimum order guarantees; statement of work acceptance period lapse.
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. Services: obligation to provide services in accordance with statements of work; standard of services.
- Customerobligations: general second party obligations; access to computer systems.
- CustomerMaterials: supply of second party materials (SoW); licence ofCustomermaterials; warranties relating to second party materials.
: obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.CustomerPremises 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 bythe Supplier; Removal or replacement of key person with consent; Removal and replacement of key person bySupplierupon necessity; Removal of key person at request ofCustomer; procedure for replacement of key persons; Section does not limit obligations to provide services.
- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
- Charges: obligation to pay charges; time-base charges limitations; amounts exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- 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.
- Withholding taxes: deduction of withholding tax by Customer; gross-up of withholding tax byCustomer.
- Compliance audit: right to audit compliance; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
- Confidentiality obligations: first party confidentiality undertaking; second party 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.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
- Data protection: compliance with data protection laws; warranty of Customer's right to disclose personal data (GDPR); details of personal data processed bythe Supplier(GDPR, SoW); purposes of processing of personal data bythe Supplier(GDPR, SoW); duration of personal data processing bySupplier(GDPR, SoW); personal data processed bySupplieron instructions (GDPR); authorised international transfers of personal data (GDPR, SoW); informingCustomerof illegal instructions (GDPR); personal data processed bySupplieras required by law (GDPR); confidentiality obligations onSupplierpersons processing personal data (GDPR); security of personal data processed bySupplier(GDPR, SoW); appointment of sub-processor bySupplier(GDPR); authorisation forSupplierto appoint sub-processors (GDPR, SoW);Supplierto assist with exercise of data subject rights (GDPR);Supplierto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Supplierto provide data protection compliance information (GDPR); deletion of personal data bySupplier(GDPR);Supplierto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- 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.
- Supplierinsurance: 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- 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.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Supplieranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Supplierto comply withCustomeranti-corruption policy;Supplierto 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.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Supplieranti-slavery obligations for associated persons;Supplierto comply withCustomeranti-slavery policy;Supplierto maintain anti-slavery policies; breach of section constitutes material breach.
- Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws; Supplieranti-tax evasion obligations for associated persons;Supplierto comply withCustomeranti-tax evasion policy;Supplierto maintain anti-tax evasion policies; breach of section constitutes material breach.
- Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
- TUPE not applicable: TUPE not applicable.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- 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.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
SCHEDULE 3 (SERVICE TERMS AND CONDITIONS)
- Service terms and conditions and SoWs.
ANNEX 1 (
ANNEX 2 (
ANNEX 3 (SUPPLIER SOFTWARE)
ANNEX 4 (
ANNEX 5 (
ANNEX 6 (
ANNEX 7 (
ANNEX 8 (PRODUCT SUPPLIES)
SCHEDULE 4 (FORM OF
- Introduction: number of SoW; background to SoW; terms defined in MSA apply in SoW.
- Acceptance of
Statement of Work: acceptance period for SoW.
- Term of Statement of Work: date SoW comes into force.
- Applicable provisions: services etc to be supplied under SoW; provisions applied by SoW; general provisions apply to SoW.
Consultancy Services: consultancy services specification; consultancy deliverables specification; charges for consultancy services. Development Services: development services specification; development deliverables specification; charges for development services. :SupplierSoftwareSuppliersoftware specification;Suppliersoftware licence limitations;Suppliersoftware EULAs; charges forSuppliersoftware. Third Party Software: third party software specification; third party software licence limitations; third party software EULAs; charges for third party software. Hosted Services: hosted services specification; hosted services limitations; charges for hosted services. Maintenance Services: maintained software identification; timetable for maintenance services; charges for maintenance services. Support Services: support services specification; supported software identification; supported hardware identification; charges for support services. Products: products specification; charges for products.
- 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).
- Execution: execution of statement of work preamble; execution of contract by first party (individual, company or partnership); signature line: first; execution of contract by second party (individual, company or partnership); signature line: second.
SCHEDULE 5 (RATE CARD)
- Prompt for rate card.