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MSA Contract
"I need an MSA Contract for a Philippine IT services company providing software development and maintenance services to international clients, with specific provisions for data privacy compliance and cross-border service delivery, planned to commence from March 2025."
1. Parties: Identification of the contracting parties, including their complete legal names, addresses, and registration details as required under Philippine law
2. Background: Context of the agreement, relationship between the parties, and general purpose of the MSA
3. Definitions: Definitions of key terms used throughout the agreement, including service-related terminology and Philippine law-specific terms
4. Services Scope: General framework for services to be provided, including the process for adding or modifying services
5. Service Orders: Process for requesting, approving, and implementing specific services under the MSA
6. Performance Standards: General service levels, quality standards, and performance metrics applicable to all services
7. Fees and Payment: Payment terms, invoicing procedures, taxes, and fee adjustment mechanisms
8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
9. Representations and Warranties: Standard warranties and representations from both parties, including compliance with Philippine laws
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
12. Intellectual Property: Ownership and licensing of IP rights, aligned with Philippine IP Code
13. Indemnification: Mutual indemnification obligations and procedures
14. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
15. Insurance: Required insurance coverage and minimum limits
16. Force Majeure: Events excusing performance and related procedures
17. Dispute Resolution: Process for resolving disputes, including Philippine law-compliant arbitration provisions
18. General Provisions: Standard boilerplate clauses including notices, assignment, and amendment procedures
1. Regulatory Compliance: For regulated industries (e.g., financial services, healthcare), including specific compliance requirements
2. Security Requirements: For services involving sensitive data or systems access, detailing security protocols and requirements
3. Business Continuity: For critical services, specifying disaster recovery and business continuity requirements
4. Personnel Requirements: When specific qualifications or screening of service provider personnel is required
5. Transition Services: For complex services requiring detailed transition in/out procedures
6. Anti-Corruption: For international services or when dealing with government entities, including FCPA compliance
7. Environmental Compliance: For services with environmental impact, including compliance with Philippine environmental regulations
8. Change Control: For technical services requiring formal change management procedures
9. Service Credits: When specific service level credits or penalties are required
1. Schedule A - Service Descriptions: Detailed descriptions of specific services to be provided
2. Schedule B - Service Levels: Specific service level agreements, metrics, and measurement methods
3. Schedule C - Pricing and Fee Schedule: Detailed pricing, rate cards, and payment terms for specific services
4. Schedule D - Key Personnel: List of key personnel from both parties and their roles
5. Schedule E - Technical Requirements: Technical specifications and requirements for service delivery
6. Schedule F - Security Requirements: Detailed security protocols, requirements, and compliance standards
7. Schedule G - Approved Subcontractors: List of approved subcontractors and their roles
8. Appendix 1 - Service Request Form: Standard form for requesting specific services under the MSA
9. Appendix 2 - Report Templates: Templates for required service reports and performance monitoring
10. Appendix 3 - Contact Details: Contact information for key personnel and escalation procedures
Authors
Information Technology
Business Process Outsourcing
Professional Services
Manufacturing
Healthcare
Financial Services
Telecommunications
Logistics and Supply Chain
Facilities Management
Energy and Utilities
Construction
Real Estate
Education
Retail
Hospitality
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Information Technology
Human Resources
Business Development
Account Management
Service Delivery
Information Security
Project Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Procurement Manager
Contract Manager
Legal Counsel
Business Development Manager
Operations Director
Project Manager
Risk Manager
Compliance Officer
Finance Director
Account Manager
Service Delivery Manager
Technical Director
Human Resources Director
Information Security Officer
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