The Managed Services Agreement is a critical commercial contract used when a business wishes to outsource specific operational functions to a specialized service provider in Canada. This agreement is particularly relevant in scenarios where ongoing service delivery, performance measurement, and operational integration are required. The document addresses key aspects of the service relationship including scope of services, performance standards, pricing, and risk allocation, while ensuring compliance with Canadian federal and provincial regulations. It is designed to provide a robust framework for long-term service relationships, typically including detailed service descriptions, service level commitments, and operational procedures in accompanying schedules. The agreement is essential for businesses looking to focus on core competencies while ensuring reliable delivery of support services through a qualified third-party provider.
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1. Parties: Identification of the service provider and customer, including full legal names and addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and purpose of the arrangement
3. Definitions: Defined terms used throughout the agreement, including technical and service-specific terminology
4. Services: Overview of services to be provided, with reference to detailed service descriptions in schedules
5. Service Levels: Key performance indicators, measurement methods, and consequences of failure to meet service levels
6. Charges and Payment: Fee structure, payment terms, invoicing procedures, and any performance-related adjustments
7. Customer Obligations: Requirements and responsibilities of the customer, including provision of access and information
8. Personnel: Requirements for service provider staff, including qualifications and security clearance
9. Data Protection and Privacy: Obligations regarding personal data handling, privacy compliance, and security measures
10. Intellectual Property: Ownership and licensing of IP, including pre-existing IP and newly created materials
11. Confidentiality: Protection of confidential information, permitted disclosures, and survival of obligations
12. Term and Termination: Duration of agreement, renewal provisions, and termination rights
13. Limitation of Liability: Caps on liability, exclusions, and indemnification provisions
14. Force Majeure: Events excusing performance and related procedures
15. General Provisions: Standard boilerplate including governing law, notices, and amendment procedures
1. Change Control: Procedures for requesting and implementing changes to services - include if services are likely to evolve
2. Disaster Recovery: Recovery procedures and business continuity requirements - include for critical services
3. Audit Rights: Customer's rights to audit service provider's performance and compliance - include for regulated industries
4. Insurance: Specific insurance requirements - include for high-risk services
5. Security Requirements: Detailed security obligations - include for handling sensitive data
6. Transition Services: Services for transition in/out - include for complex service arrangements
7. Regulatory Compliance: Specific regulatory obligations - include for regulated industries
8. Environmental Compliance: Environmental standards and requirements - include for services with environmental impact
1. Schedule A - Service Description: Detailed description of all services to be provided
2. Schedule B - Service Levels: Detailed service level requirements, measurement methods, and reporting
3. Schedule C - Charges: Detailed pricing, including rate cards and calculation methods
4. Schedule D - Key Personnel: List of key personnel and their roles
5. Schedule E - Technical Requirements: Technical specifications and requirements
6. Schedule F - Security Requirements: Detailed security procedures and requirements
7. Schedule G - Data Processing Agreement: Detailed data protection and privacy requirements
8. Schedule H - Form of Change Order: Template for documenting changes to services
9. Appendix 1 - Transition Plan: Detailed plan for service transition
10. Appendix 2 - Business Continuity Plan: Disaster recovery and business continuity procedures
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