The Master Services Agreement (MSA) Contract is a fundamental document used when parties intend to establish a long-term service relationship under Philippine law. It is particularly crucial when services will be provided on an ongoing basis and may evolve over time. The MSA sets out the overarching legal and commercial framework, including key terms such as liability caps, intellectual property rights, confidentiality obligations, and dispute resolution mechanisms compliant with Philippine legislation. The document typically allows for specific services to be detailed in separate service orders or statements of work, providing flexibility while maintaining consistent core terms. This structure is especially relevant for businesses operating in the Philippines' growing service sector, including IT, BPO, and professional services industries, where service relationships often need to adapt to changing business requirements while maintaining legal certainty.
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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
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