The IT Master Services Agreement serves as the primary contractual framework for organizations engaging in long-term IT service relationships in South Africa. This document is essential when a service provider will deliver multiple IT services to a customer over an extended period, with specific services being added or modified through service orders. The agreement must comply with South African legislation, including POPIA for data protection, ECTA for electronic communications, and relevant B-BBEE requirements. It typically includes detailed provisions for service delivery, performance standards, data security, intellectual property rights, risk allocation, and governance mechanisms. The MSA structure allows for flexibility in service delivery while maintaining consistent legal and commercial terms across all services provided.
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1. Parties: Identification of the contracting parties, including registered names, company registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and high-level purpose of the MSA
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Term and Renewal: Duration of the agreement, including initial term and renewal provisions
5. Services Framework: Overview of service categories, process for adding/removing services, and relationship governance
6. Service Orders: Process for requesting, approving, and implementing specific services under the MSA
7. Service Provider Obligations: Key responsibilities, service standards, personnel requirements, and compliance obligations
8. Customer Obligations: Customer responsibilities, access requirements, and cooperation obligations
9. Change Management: Procedures for requesting, implementing, and documenting changes to services
10. Fees and Payment: Pricing structure, payment terms, invoicing requirements, and fee adjustment mechanisms
11. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created materials
12. Data Protection and Privacy: POPIA compliance requirements, data processing terms, and security obligations
13. Confidentiality: Protection of confidential information, permitted disclosures, and survival terms
14. Performance Monitoring: Service level agreements, reporting requirements, and performance review processes
15. Warranties and Representations: Standard and service-specific warranties, including compliance with laws
16. Liability and Indemnities: Limitation of liability, exclusions, and mutual indemnification provisions
17. Insurance: Required insurance coverage and minimum limits
18. Termination: Termination rights, notice periods, and consequences of termination
19. Exit Management: Transition assistance, data return/destruction, and post-termination obligations
20. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Business Continuity and Disaster Recovery: Required when services are critical to customer operations, detailing recovery time objectives and continuity plans
2. Security Requirements: Detailed security obligations beyond basic data protection, necessary for handling sensitive data or systems
3. Third-Party Code and Open Source Software: Needed when solution includes third-party or open source components
4. Cloud Services Terms: Required when services include cloud-based solutions, addressing hosting, availability, and data location
5. Hardware Supply: Necessary when agreement includes hardware provision alongside services
6. Professional Services: Required for consulting, implementation, or training services
7. Service Credits: Optional performance management mechanism for critical service levels
8. B-BBEE Compliance: Required for government contracts or when B-BBEE compliance is mandatory
9. Foreign Currency Provisions: Needed when services are charged in non-ZAR currency
10. Source Code Escrow: Required when customer needs access to source code in specific circumstances
1. Schedule 1 - Service Descriptions: Detailed descriptions of available services, technical specifications, and service standards
2. Schedule 2 - Service Levels: Specific service level agreements, measurement methods, and reporting requirements
3. Schedule 3 - Charges and Pricing: Detailed pricing schedules, rate cards, and payment milestones
4. Schedule 4 - Data Processing Agreement: POPIA-compliant data processing terms and security requirements
5. Schedule 5 - Governance and Reporting: Meeting schedules, escalation procedures, and reporting templates
6. Schedule 6 - Technical Standards: Required technical standards, methodologies, and compliance requirements
7. Schedule 7 - Approved Subcontractors: List of approved subcontractors and their authorized scope of work
8. Schedule 8 - Form of Service Order: Template for individual service orders under the MSA
9. Appendix A - Contact Details: Key contacts and escalation matrix for both parties
10. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage limits
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