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Master Service Level Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Service Level Agreement

"I need a Master Service Level Agreement for my IT consulting company to provide cloud migration services to enterprise clients, with specific KPIs around system uptime and response times, and the ability to add future services through statements of work."

What is a Master Service Level Agreement?

A Master Service Level Agreement is essential for businesses engaging in ongoing service relationships where quality and performance standards are crucial. The document, governed by English and Welsh law, serves as the primary framework for service delivery, establishing clear expectations, metrics, and accountability measures. It typically includes comprehensive service descriptions, performance indicators, measurement methodologies, and remedial provisions. This agreement is particularly valuable for complex service arrangements where multiple services may be added over time through separate statements of work.

What sections should be included in a Master Service Level Agreement?

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, including scope and delivery requirements

5. Service Levels: Performance metrics, standards, and measurement methodology

6. Charges and Payment: Pricing structure, payment terms, invoicing requirements, and late payment consequences

7. Term and Termination: Agreement duration, renewal terms, and termination rights

8. Warranties and Representations: Service provider and customer warranties regarding service delivery and compliance

9. Liability and Indemnities: Limitation of liability provisions and indemnification obligations

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: GDPR compliance and data processing obligations

12. Intellectual Property: Ownership and licensing of IP rights

13. Force Majeure: Provisions for handling events beyond reasonable control

14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Master Service Level Agreement?

1. Change Control: Process for managing changes to services, applicable for complex or long-term arrangements

2. Transition Services: Provisions for service implementation and transition from existing providers

3. Business Continuity: Disaster recovery and business continuity requirements for critical services

4. Security Requirements: Specific security measures and compliance requirements

5. Personnel: Requirements for service provider staff, including key personnel provisions

6. Governance: Contract management and service review procedures

What schedules should be included in a Master Service Level Agreement?

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

2. Schedule 2 - Service Levels: Detailed performance metrics, KPIs, measurement methods, and service credits

3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment terms

4. Schedule 4 - Data Processing: GDPR compliance details including processing activities and security measures

5. Schedule 5 - Change Control Procedure: Detailed process for implementing and managing changes to services

6. Schedule 6 - Form of Change Order: Template for documenting and approving changes to services

7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures

8. Schedule 8 - Exit Plan: Procedures for service termination and transition to alternative providers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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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Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract. Essential for determining whether parties other than the main contracting parties can enforce rights under the MSLA.

Supply of Goods and Services Act 1982: Sets out implied terms in contracts for the supply of services, including that services must be carried out with reasonable care and skill, within a reasonable time, and for reasonable remuneration.

Consumer Rights Act 2015: Relevant if the services might involve B2C relationships. Provides statutory rights for consumers and regulations for business-to-consumer contracts.

Unfair Contract Terms Act 1977: Regulates clauses that exclude or limit liability, particularly important for limitation of liability sections in the MSLA.

Late Payment of Commercial Debts (Interest) Act 1998: Provides for statutory interest on late payments in commercial transactions, relevant for payment terms in the MSLA.

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection regulation governing how personal data must be handled, processed, and protected.

Data Protection Act 2018: The UK's implementation of data protection laws, working alongside UK GDPR to regulate personal data processing and protection.

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, relevant if services involve electronic marketing or communications.

TUPE Regulations 2006: Transfer of Undertakings regulations protecting employees' rights when business ownership changes or service provision changes.

Employment Rights Act 1996: Fundamental employment legislation relevant if the MSLA involves staff transfers or employment-related services.

Copyright, Designs and Patents Act 1988: Governs intellectual property rights, crucial for IP ownership and licensing provisions in the MSLA.

Trade Marks Act 1994: Regulates trademark protection and usage, important for brand protection and licensing in service agreements.

Electronic Commerce Regulations 2002: Implements the EC Directive on electronic commerce, relevant for services provided electronically.

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic communications in contracts.

Common Law Contract Principles: Essential principles developed through case law covering contract formation, breach, remedies, and interpretation.

Financial Services and Markets Act 2000: Regulatory framework for financial services, necessary if the MSLA involves financial services or regulated activities.

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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