The Cloud Managed Services Agreement is essential for organizations engaging external providers to manage their cloud infrastructure and related services. This contract type, governed by English and Welsh law, establishes clear parameters for service delivery, performance standards, and regulatory compliance, particularly with UK GDPR and data protection requirements. It's designed to protect both service providers and customers while ensuring clear accountability for service delivery, data security, and operational management of cloud-based services.
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1. Parties: Identification of contracting parties and their legal details
2. Background: Context of the agreement and high-level description of services
3. Definitions: Defined terms used throughout the agreement
4. Services: Detailed description of cloud services and managed services to be provided
5. Service Levels: Performance standards, metrics, and measurement methods
6. Charges and Payment: Pricing, payment terms, and invoicing procedures
7. Data Protection: Compliance with data protection laws and data handling requirements
8. Security: Security requirements and procedures
9. Intellectual Property Rights: Ownership and usage rights of IP
10. Confidentiality: Protection of confidential information
11. Liability and Indemnities: Limitation of liability and indemnification provisions
12. Term and Termination: Duration and termination provisions
13. General: Standard boilerplate provisions
1. Change Control: Procedures for managing changes to services - recommended for complex service arrangements
2. Disaster Recovery: DR and business continuity provisions - recommended for business-critical services
3. Staff and Key Personnel: Requirements for service delivery team - recommended when specific personnel are crucial
4. Exit Management: Detailed exit provisions - recommended for complex or critical services
5. Customer Dependencies: Customer obligations and requirements - recommended when significant customer input is needed
1. Service Description: Detailed technical specifications of services
2. Service Levels: Detailed SLAs, KPIs, and measurement methods
3. Charges: Detailed pricing structure and calculations
4. Data Processing Agreement: Detailed data protection provisions
5. Security Requirements: Detailed security specifications and procedures
6. Business Continuity Plan: Detailed DR and business continuity procedures
7. Exit Plan: Detailed exit management procedures
8. Form of Change Order: Template for documenting changes
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