The IT Managed Services Agreement is essential for organizations in Singapore seeking to outsource their IT operations to specialized service providers. This contract type addresses the complex regulatory environment in Singapore, particularly concerning data protection, cybersecurity, and technology risk management. It establishes clear service levels, performance metrics, and operational procedures while ensuring compliance with local laws such as the PDPA and Cybersecurity Act. The agreement is particularly crucial given Singapore's position as a leading technology hub and its strict regulatory framework for data protection and cybersecurity.
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1. Parties: Identification and details of the service provider and client
2. Background: Context of the agreement and brief description of services
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of IT services to be provided
5. Service Levels: Performance metrics and service level requirements
6. Charges and Payment: Pricing, payment terms, and invoicing procedures
7. Data Protection and Security: Obligations regarding data handling and security measures
8. Term and Termination: Duration of agreement and termination provisions
9. Confidentiality: Protection of confidential information
10. Liability and Indemnification: Allocation of risks and responsibilities between parties
11. Intellectual Property Rights: Ownership and licensing of IP related to the services
12. Force Majeure: Provisions for unforeseeable circumstances preventing performance
13. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction
1. Staff Transfer: Terms for transfer of employees when the agreement involves movement of staff from client to provider
2. Change Control: Process for managing changes to services, typically included for complex service arrangements
3. Business Continuity: Disaster recovery and business continuity provisions for critical services
4. Compliance with Specific Regulations: Additional regulatory compliance requirements for specific sectors (e.g., financial services, healthcare)
5. Third-Party Contracts: Management of subcontractors and third-party service providers
1. Schedule 1 - Service Description: Detailed technical specifications of services to be provided
2. Schedule 2 - Service Level Agreement: Detailed performance metrics, measurement methods, and penalties
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, payment terms, and rate cards
4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and procedures under PDPA
5. Schedule 5 - Exit Plan: Procedures for service transition upon termination
6. Schedule 6 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
7. Schedule 7 - Security Requirements: Detailed security protocols, standards, and compliance requirements
8. Schedule 8 - Key Personnel: Details of key staff members and their roles in service delivery
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