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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."
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
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
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
Information Technology
Professional Services
Consulting
Manufacturing
Financial Services
Healthcare
Telecommunications
Real Estate
Energy
Logistics and Supply Chain
Retail
Construction
Education
Media and Entertainment
Legal
Procurement
Commercial
Operations
Finance
Risk and Compliance
Sales
Business Development
Project Management
Service Delivery
Account Management
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
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