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Managed Services Contract Template for Ireland

This is a comprehensive managed services agreement governed by Irish law, designed to establish and regulate the provision of ongoing services between a service provider and customer. The agreement incorporates key requirements under Irish and EU legislation, including GDPR compliance, and addresses essential elements such as service levels, performance metrics, data protection, liability limitations, and operational requirements. It includes provisions for service transition, ongoing management, and exit arrangements, while ensuring compliance with Irish contract law principles and relevant industry regulations.

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What is a Managed Services Contract?

This Managed Services Contract template is designed for use under Irish law when establishing a formal arrangement for the provision of ongoing services between a service provider and customer. It is particularly suitable for complex service arrangements requiring detailed service levels, performance monitoring, and governance structures. The contract addresses key areas including service delivery, performance management, data protection (including GDPR compliance), risk allocation, and transition arrangements. It incorporates requirements under Irish and EU law, making it suitable for both domestic and international service arrangements. The template is structured to accommodate various service types while maintaining compliance with Irish legal requirements and industry best practices.

What sections should be included in a Managed Services Contract?

1. Parties: Identification of service provider and customer, including registered addresses and company numbers

2. Background: Context of the agreement and high-level purpose of the managed services arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Services Scope and Delivery: Detailed description of services to be provided and delivery requirements

5. Service Levels and Performance: Specific service levels, KPIs, and performance measurement criteria

6. Customer Obligations: Requirements and responsibilities of the customer

7. Charges and Payment: Fee structure, payment terms, and invoicing procedures

8. Data Protection and Security: GDPR compliance requirements and data security obligations

9. Intellectual Property Rights: Ownership and licensing of IP used or created in service delivery

10. Confidentiality: Protection of confidential information and trade secrets

11. Liability and Indemnities: Limitation of liability and indemnification provisions

12. Force Majeure: Handling of events outside parties' reasonable control

13. Term and Termination: Contract duration, renewal, and termination rights

14. Exit and Migration: Procedures for service transition upon contract end

15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

What sections are optional to include in a Managed Services Contract?

1. Personnel and Key Staff: Required when specific staff or roles are critical to service delivery

2. TUPE Provisions: Include when staff transfers are part of the service transition

3. Business Continuity: Required for critical services requiring disaster recovery planning

4. Change Control: Include for complex services likely to require formal change management

5. Regulatory Compliance: Required for regulated industries or services

6. Insurance Requirements: Include when specific insurance coverage is required

7. Parent Company Guarantee: Include when financial backing from parent company is required

8. Anti-Bribery and Modern Slavery: Include for international services or when required by corporate policies

What schedules should be included in a Managed Services Contract?

1. Schedule 1 - Services Description: Detailed technical and operational description of services

2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and measurement methodologies

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

4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details

6. Schedule 6 - Security Requirements: Detailed security policies and requirements

7. Schedule 7 - Transition Plan: Service implementation and transition requirements

8. Schedule 8 - Exit Plan: Detailed procedures for contract termination and service transfer

9. Appendix A - Key Personnel: List of key staff and roles from both parties

10. Appendix B - Approved Subcontractors: List of approved third-party service providers

11. Appendix C - Form of Change Order: Template for documenting and approving changes

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Document Type

Service Agreement

Cost

Free to use

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