Gartner Research

Outsourcing Contract Terms and Conditions: An Understanding of the 19 Articles in a Master Service Agreement

Published: 15 April 2010

ID: G00175547

Analyst(s): Helen Huntley

Summary

Outsourcing contracts generally contain 19 distinct articles that govern the contract and relationship with a service provider. We provide a master service agreement outline and an understanding of typical MSA content so you can structure the right contract and reduce risk for your enterprise.

Table Of Contents
  • Overview
  • MSA Articles
    • Article 1: Guiding Principles
    • Article 2: Services
    • Article 3: Personnel
    • Article 4: Assets and Third-Party Contracts
    • Article 5: Retained Authorities
    • Article 6: Fees and Payment Terms
    • Article 7: Record Keeping and Audit Rights
    • Article 8: Representations, Warranties and Covenants
    • Article 9: Term and Termination
    • Article 10: Disentanglement
    • Article 11: Limitations of Liability
    • Article 12: Proprietary Rights
    • Article 13: Security and Confidentiality
    • Article 14: Legal Compliance
    • Article 15: Indemnification
    • Article 16: Insurance
    • Article 17: Dispute Resolution
    • Article 18: Use of Subcontractors
    • Article 19: Miscellaneous
  • Conclusion

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