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MSA Agreement Template for Germany

A comprehensive framework agreement governed by German law that establishes the general terms and conditions under which a service provider will deliver specified services to a client. This document incorporates specific requirements of German civil law (BGB) and commercial law (HGB), including mandatory provisions regarding standard business terms (AGB-Recht) and data protection regulations (DSGVO). It serves as an umbrella agreement that sets out the fundamental legal and commercial framework, while specific services, pricing, and operational details are typically covered in accompanying schedules and statements of work.

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What is a MSA Agreement?

The Master Services Agreement (MSA) is a foundational document used to establish a long-term business relationship between a service provider and a client under German law. This type of agreement is particularly relevant when parties anticipate multiple service engagements over time and need a standardized framework to govern their relationship. The MSA Agreement sets out the principal terms and conditions that will apply to all future service transactions, including key provisions required under German law such as liability limitations, data protection requirements, and standard business terms regulations. It typically includes or references separate schedules for specific services, pricing, and service levels, allowing for flexibility while maintaining consistency in the core legal relationship. This structure is commonly used in various industries where ongoing service provision is required, from IT services to professional consulting.

What sections should be included in a MSA Agreement?

1. Parties: Identification and details of the contracting parties, including registered addresses and registration numbers (Handelsregister details)

2. Background: Context of the agreement and business relationship between the parties

3. Definitions: Detailed definitions of terms used throughout the agreement, including German-specific legal terms

4. Scope of Services: General framework for services to be provided, referencing specific Service Schedules

5. Service Standards: Quality standards, performance metrics, and service level requirements

6. Ordering Process: Procedures for requesting and confirming specific services under the MSA

7. Fees and Payment Terms: Pricing structure, invoicing requirements, and payment terms compliant with German law

8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection: GDPR compliance and data processing requirements

11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision

12. Liability and Indemnification: Limitation of liability provisions compliant with German law

13. Force Majeure: Events excusing performance under German law principles

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

15. General Provisions: Standard closing provisions including severability, entire agreement, and amendments

What sections are optional to include in a MSA Agreement?

1. Insurance Requirements: Specific insurance coverage requirements - include when services involve significant risks or regulatory requirements

2. Compliance with Laws: Specific regulatory compliance obligations - include when operating in regulated industries

3. Anti-Corruption: Anti-bribery and corruption provisions - include for international service relationships

4. Personnel Requirements: Specific qualifications or security clearance requirements - include when services require specific expertise

5. Audit Rights: Rights to audit service provider's operations - include for regulated industries or critical services

6. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

7. Security Requirements: IT and physical security requirements - include when handling sensitive data or accessing client premises

8. Export Control: Export control compliance - include when services involve international data or technology transfer

What schedules should be included in a MSA Agreement?

1. Service Description Schedule: Detailed description of specific services offered under the MSA

2. Service Level Agreement (SLA): Detailed performance metrics, measurement methods, and remedies

3. Price Schedule: Detailed pricing, rate cards, and specific payment terms for different services

4. Data Processing Agreement: Detailed GDPR-compliant data processing terms and technical/organizational measures

5. Security Requirements Schedule: Detailed security protocols and requirements

6. Approved Subcontractors: List of pre-approved subcontractors and their roles

7. Change Control Procedure: Process for implementing changes to services or terms

8. Technical Requirements: Technical specifications and requirements for service delivery

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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