The Cloud Managed Services Agreement serves as the primary contractual framework for organizations seeking to outsource their cloud infrastructure and related services management. This agreement type has become increasingly critical as businesses transition to cloud-based operations and require comprehensive service management solutions. The document addresses essential aspects of the service relationship, including performance standards, security requirements, data protection measures, and compliance with U.S. federal and state regulations. It's particularly important for ensuring clear delineation of responsibilities, service levels, and risk allocation between the provider and customer.
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1. Parties: Identification of the service provider and customer, including full legal names and addresses
2. Background: Context of the agreement and brief description of the services to be provided
3. Definitions: Key terms used throughout the agreement, including technical terminology
4. Services: Detailed description of cloud services and managed services to be provided
5. Service Levels: Performance standards, availability commitments, and response times
6. Fees and Payment: Pricing structure, payment terms, and billing procedures
7. Data Protection and Security: Security measures, data handling procedures, and compliance requirements
8. Confidentiality: Protection of confidential information and trade secrets
9. Term and Termination: Duration of agreement and termination provisions
10. Liability and Indemnification: Limitation of liability and indemnification obligations
1. Disaster Recovery: Business continuity procedures and requirements for critical business data or systems
2. Training and Support: Details of training and support services when extensive user training or support is required
3. Migration Services: Process and requirements for migrating data or systems from existing platforms
4. Third-Party Services: Terms and conditions relating to integration with third-party providers and components
5. Compliance Requirements: Industry-specific compliance obligations for regulated sectors such as healthcare or finance
1. Service Level Agreement (SLA): Detailed performance metrics and service levels
2. Security Requirements: Detailed security protocols and requirements
3. Pricing Schedule: Detailed breakdown of fees and charges
4. Data Processing Agreement: Specific terms for handling personal data
5. Technical Specifications: Detailed technical requirements and architecture
6. Support Services Schedule: Details of support levels and procedures
7. Business Continuity Plan: Disaster recovery and business continuity procedures
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A U.S.-governed agreement defining the terms and conditions for cloud-based services and associated managed services between a provider and customer.
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