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MSA Contract Template for Netherlands

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Key Requirements PROMPT example:

MSA Contract

"I need an MSA Contract under Dutch law for providing IT consulting and software development services to European clients, with strong data protection provisions and the flexibility to add specific project work orders starting from January 2025."

Document background
This MSA Contract template is designed for use under Dutch law when parties wish to establish a long-term framework for the provision of services. It is particularly suitable when a service provider will be delivering multiple services or ongoing services to a customer over time, with the flexibility to add or modify specific services through separate work orders. The agreement incorporates key requirements of Dutch contract law and EU regulations, including necessary GDPR compliance provisions. It provides comprehensive coverage of essential commercial terms while allowing for customization based on specific service requirements and industry needs. The MSA structure is especially valuable for complex service relationships where having standardized terms across multiple service engagements can improve efficiency and reduce negotiation time.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and general commercial intent of the parties

3. Definitions: Defined terms used throughout the agreement

4. Services: Overview of services to be provided and general service delivery framework

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Ordering Process: Process for requesting and confirming specific services under the MSA

7. Fees and Payment: Payment terms, invoicing, and fee adjustment mechanisms

8. Service Levels: General principles for service quality and performance standards

9. Obligations of Service Provider: Key responsibilities and commitments of the service provider

10. Obligations of Customer: Key responsibilities and commitments of the customer

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

12. Confidentiality: Protection and handling of confidential information

13. Data Protection: GDPR compliance and data processing obligations

14. Liability and Indemnification: Allocation of risks and liability limitations

15. Force Majeure: Rights and obligations during events beyond reasonable control

16. Governing Law and Jurisdiction: Application of Dutch law and dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Personnel and Key Staff: Include when specific personnel requirements or key staff commitments are crucial

2. Security Requirements: Include for services involving IT systems or sensitive data access

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

4. Audit Rights: Include when customer requires rights to audit service provider's operations

5. Insurance: Include when specific insurance coverage requirements are necessary

6. Anti-Corruption: Include for international services or high-risk sectors

7. Environmental, Social and Governance: Include when ESG compliance is important to the customer

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

9. Transition and Exit: Include when complex service transition or exit assistance is required

Suggested Schedules

1. Schedule 1 - Service Description: Detailed description of each service offering

2. Schedule 2 - Service Levels and KPIs: Specific service level commitments and measurement criteria

3. Schedule 3 - Charges and Pricing: Detailed pricing structure, rates, and payment terms

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and details

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Schedule 6 - Governance and Reporting: Service management and reporting requirements

7. Appendix A - Template Statement of Work: Standard format for ordering specific services

8. Appendix B - Contact Details: Key contacts and escalation procedures

9. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable

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


































































Clauses

















































Relevant Industries

Information Technology

Professional Services

Consulting

Manufacturing

Financial Services

Healthcare

Telecommunications

Real Estate

Energy

Logistics and Supply Chain

Retail

Construction

Education

Media and Entertainment

Relevant Teams

Legal

Procurement

Commercial

Operations

Finance

Risk and Compliance

Sales

Business Development

Project Management

Service Delivery

Account Management

Relevant Roles

General Counsel

Legal Counsel

Commercial Director

Procurement Manager

Contract Manager

Business Development Manager

Operations Director

Chief Financial Officer

Risk Manager

Compliance Officer

Sales Director

Account Manager

Project Manager

Service Delivery Manager

Chief Operating Officer

Industries








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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