Managed Services Agreement

This Managed Services Agreement is designed to formalise the relationship between the Supplier and the Customer for the provision of managed services.

The template outlines the terms and conditions under which the Supplier will deliver various services, including implementation, support, maintenance, and exit services, to support the Customer's business operations.

The template includes detailed sections on definitions, duration, services, quality standards, warranties, responsibilities, equipment and software management, third-party contracts, data protection, fees, invoicing, change control, intellectual property rights, confidentiality, limitation of liability, termination, and compliance with laws. It also addresses specific policies on anti-bribery, anti-tax evasion facilitation, and modern slavery.

The template is structured to ensure clarity and mutual understanding between the parties, with schedules providing additional details on specific services, service levels, customer responsibilities, and other critical aspects of the managed services.  This comprehensive approach aims to facilitate a smooth and effective partnership, ensuring that both parties meet their obligations and achieve their business objectives. 

The following provisions are included in the template:

1. Parties: Identifies the Supplier and Customer involved in the agreement.
2. Definitions and Interpretation: Provides definitions for key terms used throughout the agreement.
3. Duration: Specifies the commencement date and duration of the agreement, including conditions for early termination.
4. Services: Outlines the services to be provided by the Supplier, including implementation, managed services, support, maintenance, and exit services.
5. Quality Standards: Details the quality standards and service levels the Supplier must meet.
6. Supplier Warranties: Lists the warranties provided by the Supplier regarding the services.
7. Customer Warranties: Lists the warranties provided by the Customer.
8. Customer Responsibilities: Specifies the responsibilities of the Customer that impact the Supplier’s performance.
9. Equipment and Software: Covers the management, maintenance, and transfer of equipment and software.
10. Third Party Contracts: Details the management of third-party contracts associated with the services.
11. Safeguarding of Data: Outlines the Supplier’s obligations to protect and manage Customer data.
12. Data Protection: Ensures compliance with data protection laws and regulations.
13. Fees: Specifies the fees payable by the Customer for the services.
14. Invoicing and Payment: Details the invoicing process and payment terms.
15. Change Control: Describes the process for making changes to the agreement or services.
16. Competitiveness: Addresses benchmarking and competitiveness of the fees.
17. Intellectual Property Rights: Covers the ownership and licensing of intellectual property.
18. Intellectual Property Rights Indemnity: Provides indemnities related to intellectual property rights.
19. Confidentiality: Ensures the confidentiality of information exchanged between the parties.
20. Limitation of Liability: Limits the liability of the parties under the agreement.
21. Termination: Specifies the conditions under which the agreement can be terminated.
22. Anti-Bribery: Ensures compliance with anti-bribery laws.
23. Anti-Tax Evasion Facilitation: Ensures compliance with laws preventing the facilitation of tax evasion.
24. Modern Slavery: Ensures compliance with the Modern Slavery Act 2015.
25. Personnel: Clarifies the employment status of Supplier personnel.
26. Non-Solicitation: Prevents the parties from soliciting each other’s employees.
27. Further Assurance: Requires the parties to perform necessary acts to give full effect to the agreement.
28. Notices: Details the process for giving notices under the agreement.
29. Insurance: Requires the parties to maintain appropriate insurance coverage.
30. Governing Law and Jurisdiction: Specifies the governing law and jurisdiction for disputes arising from the agreement. 

There are also extensive schedules in the template to provide for the relevant details of the managed services and all related matters, including benchmarking.

This template is supplied subject to our Terms of Sale 

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

Any enquiries about this document can be directed to info@contracts-direct.com.

Publisher: Atkins-Shield Ltd: Company No. 11638521 
Registered Office: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ

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