Master Services Agreement

This is a detailed master services agreement (MSA) template, providing a framework for the purchase and provision of a range of IT-related services and products. Typically, this type of contract will be used by enterprise customers to regulate ongoing relationships with their IT suppliers and services providers.

The template includes:

• The main body of the agreement, which introduces the documentary structure, specifies any minimum term of the framework contract, identifies the party representatives and sets out contact details. This element is signed by or on behalf of each party.
• A schedule covering definitions and interpretation, used to interpret the meaning of terms anywhere in the document.
• A schedule containing general terms and conditions. The general terms and conditions cover: the term and termination of the framework contract, the process for entering into particular orders / statements of work, general obligations relating to services, co-operation, customer materials, premises, key personnel, party representatives, contract management, charges and payments, taxes, audit, confidentiality, data protection, publicity, warranties, indemnities, limits of liability and other boilerplate.
• A series of annexures, one for each type of service that may be supplied under the document: consulting, software development, software licensing, hosted or cloud services, software maintenance, support services and hardware supplies.
• A skeleton statement of work, highlighting the variables that should be specified in relation to each order.

This is a complex document and editing it to produce a ready-to-use MSA is a significant amount of work.

AGREEMENT

1. Structure
2. Minimum Term
3. Representatives
4. Contractual notices

SCHEDULE 1 (DEFINITIONS AND INTERPRETATION)

1. Definitions
2. Interpretation
3. Precedence

SCHEDULE 2 (GENERAL TERMS AND CONDITIONS)

1. Term
2. Order process
3. Order process
4. Statements of Work
5. Services
6. Customer obligations
7. Customer Materials
8. Customer Premises
9. Key Persons
10. Representatives
11. Management
12. Charges
13. Expenses
14. Timesheets
15. Payments
16. Withholding taxes
17. Compliance audit
18. Confidentiality obligations
19. Publicity
20. Data protection
21. Warranties
22. Indemnities
23. Limitations and exclusions of liability
24. Supplier insurance
25. Force Majeure Event
26. Termination
27. Effects of termination
28. Non-solicitation of personnel
29. Anti-corruption
30. Anti-slavery
31. Anti-tax evasion
32. Export control
33. TUPE not applicable
34. Further assurance
35. Notices
36. Subcontracting
37. Assignment
38. No waivers
39. Severability
40. Third party rights
41. Variation
42. Entire agreement
43. Law and jurisdiction

SCHEDULE 3 (SERVICE TERMS AND CONDITIONS)

1. Introduction

ANNEX 1 (CONSULTANCY SERVICES)

1. Consultancy Services
2. Consultancy Deliverables
3. Intellectual Property Rights

ANNEX 2 (DEVELOPMENT SERVICES)

1. Development Services
2. Set Up Services
3. Acceptance procedure
4. Assignment of rights
5. Third Party Materials

ANNEX 3 (SUPPLIER SOFTWARE)

1. Supply of Supplier Software
2. Licence
3. Source Code
4. Warranties relating to Supplier Software
5. Acknowledgements and warranty limitations
6. Supplier Software support and maintenance

ANNEX 4 (THIRD PARTY SOFTWARE)

1. Supply of Third Party Software
2. Third Party Software EULA
3. Warranties relating to Third Party Software
4. Third Party Software support and maintenance

ANNEX 5 (HOSTED SERVICES)

1. Hosted Services
2. Acceptable use
3. Integrations with Third Party Services
4. Availability
5. Service credits
6. Exceptions
7. Scheduled maintenance

ANNEX 6 (MAINTENANCE SERVICES)

1. Obligation to provide Maintenance Services
2. Updates
3. Upgrades
4. Warranties

ANNEX 7 (SUPPORT SERVICES)

1. Support Services
2. Helpdesk
3. Response and resolution
4. Provision of Support Services
5. Limitations on Support Services

ANNEX 8 (PRODUCT SUPPLIES)

1. Obligation to supply
2. Interpretation
3. Supply
4. Title
5. Warranties
6. Breach of warranty

SCHEDULE 4 (FORM OF STATEMENT OF WORK)

1. Introduction
2. Acceptance of Statement of Work
3. Term of Statement of Work
4. Applicable provisions
5. Consultancy Services
6. Development Services
7. Supplier Software
8. Third Party Software
9. Hosted Services
10. Maintenance Services
11. Support Services
12. Products
13. Data protection information
14. Execution

SCHEDULE 5 (RATE CARD)

1. Rate card