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Managed Services Agreement for the United States

Managed Services Agreement Template for United States

A Managed Services Agreement is a comprehensive legal contract governed by United States law that establishes the terms and conditions under which a service provider delivers ongoing management, maintenance, and support services to a customer. The agreement covers essential elements including service scope, performance standards, pricing, data protection, security requirements, and liability allocation. It incorporates federal and state-specific regulations, particularly regarding data privacy, cybersecurity, and industry-specific compliance requirements. The document typically includes detailed service level agreements (SLAs) and may be customized based on specific industry requirements and applicable regulations.

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What is a Managed Services Agreement?

The Managed Services Agreement (MSA) serves as the primary contractual framework for organizations outsourcing operational functions to specialized service providers in the United States. This agreement is essential when a business requires ongoing, managed delivery of IT, business, or technical services rather than one-time project work. The MSA defines the entire service relationship, including scope, performance metrics, pricing models, and risk allocation. It addresses critical aspects such as data protection, security standards, and regulatory compliance, while accommodating industry-specific requirements and applicable state and federal laws. This document is particularly relevant in today's business environment where organizations increasingly rely on external expertise for managing complex operational functions while maintaining regulatory compliance and service quality.

What sections should be included in a Managed Services Agreement?

1. Parties: Identification and details of the service provider and customer

2. Background: Context of the agreement and high-level purpose

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Service Levels: Performance metrics and service level requirements

6. Charges and Payment: Pricing, payment terms, and invoicing procedures

7. Term and Termination: Duration of agreement and termination provisions

8. Data Protection and Security: Data handling, privacy, and security requirements

9. Confidentiality: Protection of confidential information

10. Liability and Indemnification: Allocation of risks and liability limits

What sections are optional to include in a Managed Services Agreement?

1. Transition Services: Requirements for service transition when taking over services from another provider

2. Disaster Recovery: Business continuity procedures for critical services or when required by regulations

3. Change Control: Procedures for implementing changes in complex service arrangements

4. Compliance: Industry-specific regulatory requirements for regulated industries

5. Personnel: Staff requirements and qualifications when specific personnel requirements exist

What schedules should be included in a Managed Services Agreement?

1. Service Description Schedule: Detailed technical specifications of services

2. Service Level Agreement: Detailed SLA metrics and measurements

3. Pricing Schedule: Detailed pricing breakdown and rate cards

4. Data Processing Agreement: Detailed data protection requirements

5. Business Continuity Plan: Disaster recovery procedures and responsibilities

6. Key Personnel: List of key staff and their roles

7. Security Requirements: Detailed security protocols and standards

8. Exit Plan: Procedures for service transition upon termination

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 | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses








































Industries

Computer Fraud and Abuse Act (CFAA): Federal law that governs computer crimes and unauthorized access to systems. Must be considered for security provisions and access controls in the MSA.

Electronic Communications Privacy Act (ECPA): Federal law protecting electronic communications. Relevant for data privacy and communication handling provisions in the MSA.

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to protect customer data. Must be included if financial services are part of the managed services.

HIPAA: Federal healthcare privacy law. Essential if the managed services involve handling of protected health information (PHI).

Federal Information Security Management Act (FISMA): Federal law establishing information security standards. Relevant for government-related services or contractors.

Sarbanes-Oxley Act: Federal law governing corporate accountability. Important when providing services to public companies.

State Data Breach Notification Laws: State-specific requirements for notifying affected parties in case of data breaches. Must be addressed in security incident response provisions.

California Consumer Privacy Act (CCPA): California's comprehensive privacy law. Must be considered if handling California residents' personal information.

Uniform Commercial Code (UCC): Standardized commercial law adopted by states. Relevant for contract formation and performance provisions.

Fair Labor Standards Act (FLSA): Federal employment law governing wages and hours. Important for staff allocation and pricing provisions.

Copyright Act: Federal law protecting original works. Essential for intellectual property provisions in the MSA.

Trade Secrets Act: Federal and state laws protecting confidential business information. Critical for confidentiality provisions.

Federal Trade Commission Act: Federal consumer protection law. Relevant for service quality and consumer protection provisions.

PCI DSS: Payment Card Industry Data Security Standard. Must be addressed if services involve payment processing.

NIST Cybersecurity Framework: Federal guidelines for cybersecurity standards. Important for security requirements and compliance provisions.

State Insurance Regulations: State-specific requirements for insurance coverage. Necessary for insurance and liability provisions.

Service Level Requirements: Industry and state-specific service standards. Essential for defining SLAs and performance metrics.

Disaster Recovery Requirements: Standards for business continuity and disaster recovery. Must be included in operational risk management provisions.

Worker Classification Regulations: Federal and state laws governing employee classification. Important for staffing and personnel provisions.

State-Specific Privacy Laws: Various state privacy laws (e.g., Virginia, Colorado). Must be considered based on service delivery locations and customer base.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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