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Cloud Managed Services Agreement
"I need a Cloud Managed Services Agreement for a Philippine healthcare provider engaging a cloud service provider to manage patient records and clinical data systems, with strict compliance requirements for healthcare data privacy and security protocols, planned to commence in March 2025."
1. Parties: Identification of the service provider and customer, including their complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions regarding the cloud managed services
3. Definitions: Detailed definitions of technical terms, service-related concepts, and other key terms used throughout the agreement
4. Services Scope: Detailed description of the cloud managed services to be provided, including core functionalities and service boundaries
5. Service Provider Obligations: Key responsibilities and commitments of the service provider, including service delivery, maintenance, and support
6. Customer Obligations: Customer's responsibilities, including providing necessary access, information, and cooperation
7. Service Levels: Specific service level commitments, performance metrics, and measurement methodologies
8. Data Protection and Security: Obligations and procedures relating to data security, privacy, and compliance with Philippine Data Privacy Act
9. Intellectual Property Rights: Ownership and usage rights of software, data, and other intellectual property
10. Fees and Payment: Pricing structure, payment terms, invoicing procedures, and related financial provisions
11. Term and Termination: Duration of the agreement, renewal terms, and termination rights and procedures
12. Confidentiality: Protection of confidential information, including scope and duration of obligations
13. Warranties and Representations: Warranties provided by both parties, including service quality and compliance with laws
14. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Governing Law and Dispute Resolution: Application of Philippine law and procedures for resolving disputes
17. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Business Continuity and Disaster Recovery: Detailed procedures for ensuring service continuity and recovery from disasters. Include when the services are mission-critical or when required by customer's regulatory obligations
2. Audit Rights: Customer's rights to audit service provider's operations and compliance. Include when dealing with regulated industries or handling sensitive data
3. Insurance: Insurance requirements and coverage details. Include when services involve significant risk or high-value transactions
4. Change Control: Procedures for implementing changes to services or agreement terms. Include for complex or long-term service arrangements
5. Personnel and Subcontractors: Requirements and restrictions regarding service provider's personnel and use of subcontractors. Include when specific expertise or security clearances are required
6. Exit Management: Detailed procedures for service transition upon termination. Include for complex services or when data migration is critical
7. Service Credits: Financial compensation mechanism for service level failures. Include when specific performance levels are crucial to customer operations
1. Schedule 1 - Service Description: Detailed technical specifications of the cloud services, including features, functionalities, and technical requirements
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, performance metrics, measurement methods, and reporting requirements
3. Schedule 3 - Pricing and Payment Schedule: Detailed pricing structure, rates, payment milestones, and any variable pricing elements
4. Schedule 4 - Support Services: Description of support levels, response times, escalation procedures, and maintenance windows
5. Schedule 5 - Security Requirements: Detailed security protocols, standards, and compliance requirements
6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing in compliance with the Data Privacy Act
7. Schedule 7 - Business Continuity Plan: Detailed procedures for service continuity and disaster recovery
8. Schedule 8 - Transition Plan: Procedures for service implementation and knowledge transfer
9. Appendix A - Contact Details: Key contacts for both parties for various purposes (technical, commercial, legal)
10. Appendix B - Required Reports: Templates and specifications for required service reports and performance metrics
Authors
Information Technology
Financial Services
Healthcare
E-commerce
Telecommunications
Manufacturing
Professional Services
Education
Government and Public Sector
Retail
Banking
Insurance
Business Process Outsourcing
Logistics and Supply Chain
Legal
Information Technology
Procurement
Information Security
Compliance
Risk Management
Finance
Operations
Digital Transformation
Vendor Management
Data Protection
Technical Operations
Service Management
Chief Information Officer
Chief Technology Officer
IT Director
Cloud Services Manager
Information Security Officer
Data Protection Officer
Procurement Manager
Legal Counsel
Contracts Manager
Technology Operations Manager
IT Infrastructure Manager
Service Delivery Manager
Compliance Officer
Risk Manager
Chief Financial Officer
IT Project Manager
Vendor Management Officer
Chief Digital Officer
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