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Master Service Agreement
1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between the parties, and general purpose of the MSA
3. Definitions: Comprehensive list of defined terms used throughout the agreement and service schedules
4. Structure and Scope: Explanation of how the MSA works with service schedules, order of precedence, and general scope of services
5. Service Provision: General principles governing service delivery, standards, and quality requirements
6. Term and Termination: Duration of the MSA, renewal provisions, and termination rights
7. Ordering Process: Process for requesting and confirming specific services under the MSA
8. Pricing and Payment: General pricing principles, payment terms, invoicing requirements, and late payment consequences
9. Service Levels: Framework for service level requirements and measurement
10. Intellectual Property Rights: Ownership and licensing of IP created or used in service delivery
11. Confidentiality: Protection and handling of confidential information
12. Data Protection: GDPR compliance and general data protection obligations
13. Liability and Indemnification: Liability limitations, indemnification obligations, and insurance requirements
14. Force Majeure: Events excusing performance and related procedures
15. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including assignment, notices, and entire agreement
1. Personnel Requirements: Used when services require specific qualifications, security clearances, or key personnel commitments
2. Compliance with Laws: Detailed section needed when services are in regulated industries or involve specific regulatory requirements
3. Business Continuity: Required for critical services where service interruption could have significant impact
4. Step-in Rights: Include when services are mission-critical and may require customer intervention
5. Audit Rights: Detailed section needed for regulated industries or when service provider handles sensitive data
6. Security Requirements: Detailed section needed when services involve IT systems or sensitive data
7. Environmental Requirements: Include when services have environmental impacts or sustainability requirements
8. Export Control: Required when services involve cross-border transfers of technology or data
9. Anti-Corruption: Detailed section needed for international services or high-risk jurisdictions
10. Subcontractors: Detailed section needed when service provider likely to use subcontractors
1. Service Description Schedule: Template for detailed description of specific services to be provided
2. Pricing Schedule: Detailed pricing structure, rates, and any volume discounts
3. Service Levels Schedule: Detailed service level requirements, measurement methods, and remedies
4. Data Processing Agreement: Detailed GDPR-compliant data processing terms when personal data is processed
5. Security Requirements Schedule: Detailed security protocols and requirements
6. Business Continuity Plan: Detailed continuity and disaster recovery procedures
7. Change Control Procedure: Process for managing changes to services or agreement terms
8. Governance Schedule: Detailed management structure, meeting requirements, and escalation procedures
9. Exit Management Schedule: Procedures and requirements for service termination and transition
10. Key Personnel Schedule: List of key personnel and their roles/responsibilities
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