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Master Supplier Services Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Supplier Services Agreement

"I need a Master Supplier Services Agreement for my software development company to provide IT consulting services to multiple enterprise clients in the UK, with specific provisions for data protection and intellectual property rights, to be implemented from January 2025."

Document background
The Master Supplier Services Agreement is designed for businesses requiring a structured framework for ongoing service provision under English and Welsh law. It is particularly useful when multiple services will be provided over time, allowing individual service orders to be governed by a single set of master terms. This approach reduces negotiation time and ensures consistency across service arrangements. The agreement typically includes detailed provisions on service delivery, performance standards, intellectual property rights, data protection, and risk allocation, making it suitable for complex commercial relationships requiring clear governance structures.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Charges and Payment: Payment terms, rates, and invoicing procedures

6. Term and Termination: Duration and termination provisions

7. Obligations and Warranties: Key responsibilities and promises of both parties

8. Liability and Indemnities: Risk allocation between parties

9. Confidentiality: Protection of confidential information

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Data Protection: Required when services involve processing personal data - includes GDPR compliance, data processing terms, and security requirements

2. Intellectual Property Rights: Required when services involve creation or use of IP - covers ownership, licensing, and protection of intellectual property

3. Change Control: Recommended for complex or long-term service arrangements - details process for managing changes to services

4. Force Majeure: Recommended when services might be affected by external events - covers provisions for unforeseeable circumstances

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services including scope, deliverables, and methodology

2. Schedule 2 - Charges: Detailed pricing structure, payment terms, expenses, and rate cards

3. Schedule 3 - Service Levels: Performance metrics, KPIs, service credits, and reporting requirements

4. Schedule 4 - Change Control Procedure: Detailed process for managing changes including forms and approval procedures

5. Schedule 5 - Data Protection Requirements: Detailed data protection obligations, procedures, and security requirements

6. Schedule 6 - Exit Management: Procedures for contract termination, service transition, and knowledge transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Supply of Goods and Services Act 1982: Core legislation governing contracts for the supply of goods and services in England and Wales, defining implied terms and obligations

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Late Payment of Commercial Debts (Interest) Act 1998: Legislation providing for statutory interest on late payments in commercial transactions

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, making certain terms unenforceable

Consumer Rights Act 2015: Primary consumer protection legislation that may be relevant if any B2C elements are involved in the service provision

UK GDPR: Post-Brexit data protection regulation governing the processing of personal data in the UK

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules governing privacy and electronic communications, including marketing and cookies

Employment Rights Act 1996: Core employment legislation that may be relevant if service provision involves staff transfers

Transfer of Undertakings (Protection of Employment) Regulations 2006: Regulations protecting employees' rights when business ownership or service provision changes hands (TUPE)

Agency Workers Regulations 2010: Legislation governing the rights of agency workers, which may be relevant if temporary staff are involved

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in the UK

Trade Marks Act 1994: Legislation governing the protection and use of trademarks in the UK

Competition Act 1998: Key legislation prohibiting anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Legislation dealing with merger control and market investigations in the UK

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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