The IT Managed Services Agreement is essential for organizations outsourcing their IT operations in England and Wales. This contract type defines the scope of managed services, establishing clear responsibilities, service levels, and compliance requirements. It's particularly crucial in today's digital landscape where businesses rely heavily on external IT expertise. The agreement addresses key aspects including data protection, security measures, service delivery standards, and risk allocation, while ensuring compliance with UK legislation including GDPR, NIS Regulations, and industry-specific requirements.
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1. Parties: Details of the service provider and customer, including registered addresses and company numbers
2. Background: Context of the agreement and high-level description of services to be provided
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of IT services to be provided
5. Service Levels: Performance standards and metrics
6. Charges and Payment: Pricing, payment terms, and invoicing arrangements
7. Data Protection: Compliance with GDPR and data protection laws
8. Confidentiality: Protection of confidential information
9. Intellectual Property Rights: Ownership and licensing of IP
10. Liability and Insurance: Limitation of liability and insurance requirements
11. Term and Termination: Duration and termination provisions
1. Change Control: Process for managing changes to services - recommended for complex or long-term agreements
2. TUPE: Employee transfer provisions - required when staff transfer is involved
3. Security Requirements: Specific security standards and compliance - recommended for handling sensitive data or regulated industries
4. Business Continuity: Disaster recovery and continuity plans - recommended for critical services
5. Exit Management: Transition arrangements at contract end - recommended for complex services or where service continuity is crucial
1. Schedule 1 - Services Description: Detailed specification of services
2. Schedule 2 - Service Levels: Detailed SLAs and KPIs
3. Schedule 3 - Charges: Detailed pricing structure and rates
4. Schedule 4 - Change Control Procedure: Detailed change management process
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms
6. Schedule 6 - Security Requirements: Detailed security protocols and standards
7. Schedule 7 - Exit Plan: Detailed transition arrangements
8. Schedule 8 - Personnel: Key personnel and qualifications
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