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MSA Management Services Agreement
"I need a Management Services Agreement (MSA) under Dutch law for my technology consulting firm to provide management services to a group of three affiliated companies in the Netherlands, with specific provisions for shared services and GDPR compliance, to be effective from March 1, 2025."
1. Parties: Identification of the service provider and recipient company, including registration details as required under Dutch law
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement, including specific Dutch legal terms where relevant
4. Appointment and Scope of Services: Description of management services to be provided and terms of appointment
5. Term and Termination: Duration of the agreement and termination provisions, including notice periods
6. Service Provider's Obligations: Detailed responsibilities and duties of the service provider, including compliance with Dutch corporate governance requirements
7. Client's Obligations: Responsibilities of the client company, including provision of information and cooperation
8. Fees and Payment: Compensation structure, payment terms, and expenses
9. Confidentiality: Protection of confidential information and trade secrets
10. Data Protection: GDPR compliance measures and data processing obligations
11. Liability and Indemnification: Limitation of liability provisions within Dutch law parameters
12. Force Majeure: Circumstances excusing performance under Dutch law
13. Notices: Communication procedures and formal notice requirements
14. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
15. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Intellectual Property Rights: Include when management services involve creation or use of intellectual property
2. Non-Competition and Non-Solicitation: Include when protecting against competitive activities is crucial
3. Insurance: Include when specific insurance requirements need to be specified
4. Group Company Provisions: Include when services extend to group companies or subsidiaries
5. Compliance with Specific Regulations: Include when services involve regulated industries or activities
6. Key Performance Indicators: Include when specific performance metrics need to be met
7. Audit Rights: Include when regular auditing of services is required
8. Business Continuity: Include when service continuity is critical to operations
9. Step-in Rights: Include when client needs right to take over services in specific circumstances
1. Schedule 1 - Services Description: Detailed description of management services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards and metrics for service delivery
4. Schedule 4 - Key Personnel: Details of key management personnel providing services
5. Schedule 5 - Governance and Reporting: Management reporting requirements and governance procedures
6. Schedule 6 - Data Processing Agreement: GDPR-compliant data processing terms and procedures
7. Schedule 7 - Business Continuity Plan: Procedures for ensuring continuity of services
8. Appendix A - Contact Details: Key contact information for both parties
9. Appendix B - Required Insurance Coverage: Specific insurance requirements and coverage levels
Authors
Professional Services
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Construction
Logistics
Consulting
Hospitality
Education
Legal
Finance
Operations
Compliance
Corporate Governance
Risk Management
Commercial
Business Development
Administration
Corporate Services
Contract Management
Executive Management
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Counsel
Legal Director
Operations Director
Compliance Officer
Company Secretary
Business Development Manager
Contract Manager
Risk Manager
Corporate Governance Officer
Head of Finance
General Counsel
Commercial Director
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