The Master Service Level Agreement (MSLA) is designed for use in complex service delivery relationships where a service provider will provide multiple or ongoing services to a customer over time. This agreement, governed by Australian law, provides a comprehensive framework that eliminates the need to negotiate multiple individual agreements for each service engagement. It typically includes core terms covering service delivery, performance standards, pricing mechanisms, governance, risk allocation, and compliance with Australian regulatory requirements. The MSLA is particularly suitable for long-term strategic service relationships where flexibility is needed to add or modify services over time while maintaining consistent overarching terms. The agreement incorporates provisions for service orders, allowing parties to efficiently engage specific services under the master framework while ensuring compliance with Australian legal requirements including consumer protection, privacy, and fair trading regulations.
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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Term and Renewal: Duration of the agreement and renewal provisions
5. Services Framework: Overview of how services will be engaged and delivered under the master agreement
6. Service Orders: Process for requesting, accepting, and implementing specific services
7. Service Provider Obligations: Core obligations and responsibilities of the service provider
8. Customer Obligations: Core obligations and responsibilities of the customer
9. Service Levels: Framework for service level requirements and measurement
10. Fees and Payment: Pricing structure, payment terms, and invoicing requirements
11. Governance and Reporting: Management structure, meetings, and reporting requirements
12. Intellectual Property: IP ownership, licenses, and related rights
13. Confidentiality: Protection and handling of confidential information
14. Privacy and Data Protection: Obligations regarding personal data and privacy laws
15. Liability and Indemnities: Risk allocation between parties
16. Insurance: Required insurance coverage and limits
17. Termination: Termination rights and processes
18. Exit and Transition: Requirements for service transition upon termination
19. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Security Requirements: Detailed security obligations when services involve sensitive data or systems
2. Business Continuity: disaster recovery and business continuity requirements for critical services
3. Compliance and Audit: Additional compliance obligations for regulated industries
4. Personnel: Specific requirements for service provider staff when on-site or dedicated resources are required
5. Change Management: Detailed change control procedures for complex service arrangements
6. Performance Credits: Service credit regime for service level failures in critical service arrangements
7. Parent Company Guarantee: Additional financial security requirements for high-value or critical services
8. Anti-bribery and Modern Slavery: Additional compliance requirements for international services or specific industries
1. Schedule 1 - Service Descriptions: Detailed description of available services under the master agreement
2. Schedule 2 - Service Levels and KPIs: Detailed service levels, measurement methods, and reporting requirements
3. Schedule 3 - Pricing and Fees: Detailed pricing structure, rates, and charging models
4. Schedule 4 - Service Order Template: Template for ordering specific services under the master agreement
5. Schedule 5 - Governance Procedures: Detailed governance framework and processes
6. Schedule 6 - Security Requirements: Detailed security standards and requirements
7. Schedule 7 - Business Continuity Plan: Detailed business continuity and disaster recovery requirements
8. Schedule 8 - Approved Subcontractors: List of approved subcontractors and their authorized services
9. Appendix A - Contact Details: Key contacts and notification details for both parties
10. Appendix B - Technical Standards: Applicable technical standards and requirements
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Professional Services
Telecommunications
Managed Services
Business Process Outsourcing
Cloud Services
Healthcare
Financial Services
Manufacturing
Logistics and Supply Chain
Facilities Management
Engineering Services
Relevant Teams
Legal
Procurement
Operations
Information Technology
Finance
Risk and Compliance
Commercial
Service Delivery
Account Management
Project Management
Vendor Management
Relevant Roles
Chief Executive Officer
Chief Operating Officer
Chief Information Officer
Chief Technology Officer
Head of Procurement
Procurement Manager
Commercial Manager
Contract Manager
Legal Counsel
General Counsel
Service Delivery Manager
Operations Manager
Account Manager
Project Manager
Risk Manager
Compliance Officer
IT Director
Vendor Manager
Business Unit Head
Finance Director
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