Cloud-Services MSA
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A Cloud-Services MSA is a Master Service Agreement that governs the provision of Cloud-Based Services.
- Context:
- It can establish the general legal, financial, and operational terms for an ongoing cloud services relationship.
- It can (typically) cover a broad range of cloud services the provider offers, such as SaaS, PaaS, or IaaS offerings.
- It can be designed to be flexible and scalable to accommodate the customer's evolving cloud service needs over time.
- It can (often) include Service Level Agreement (SLA)s defining performance standards, uptime commitments, and support obligations.
- It can emphasize Data Security, Data Privacy, and compliance provisions given the sensitive nature of hosted customer data.
- It can seek to foster a long-term, mutually beneficial partnership between the cloud provider and customer.
- It can streamline the process of adding new cloud services through simple order forms or online provisioning.
- It can usually allow for a usage-based or subscription pricing model, enabling cost flexibility for the customer.
- It can aim to provide the customer with transparency and predictability around cloud service costs, performance, and reliability.
- It can normally include Cloud Services MSA Articles, such as:
- An MSA Services Article outlining the range of cloud services available, service levels, and support commitments.
- An MSA Payment Article detailing fees, invoicing, payment terms, and any minimum purchase or spend commitments.
- An MSA Confidentiality Article defining each party's confidentiality and non-disclosure obligations for sensitive business information.
- An MSA Data Security & Privacy Article specifying the provider's safeguards for protecting customer data hosted in the cloud environment.
- An MSA Intellectual Property Article clarifying IP ownership rights and any licenses granted for use of the provider's cloud technology.
- An MSA Term and Termination Article sets forth the cloud services agreement's initial term, renewal options, and termination rights.
- An MSA Limitation of Liability Article capping the provider's potential liability and excluding certain types of damages.
- An MSA Indemnification Article covering provider obligations to defend claims alleging that its technology infringes third-party IP rights.
- An MSA Warranty Article providing warranties that the cloud services will materially conform to documentation and SLAs.
- An MSA Governing Law Article specifying which jurisdiction's contract laws govern interpretation and enforcement of the MSA.
- An MSA Compliance Article committing the provider to maintain industry certifications and regulatory compliance for its cloud services.
- ...
- Examples:
- Counter-Examples:
- A Professional Services Master Agreement for on-premise consulting services
- An Equipment Supply Master Agreement for the sale and delivery of hardware
- A Software Licensing Master Agreement for on-premise software deployments
- See: Master Service Agreement, Cloud Computing, Software as a Service (SaaS), Platform as a Service (PaaS), Infrastructure as a Service (IaaS), Service Level Agreement (SLA), Data Security, Data Privacy, Regulatory Compliance.
References
2024
- https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/salesforce_MSA.pdf
- NOTES: The Salesforce Main Services Agreement (MSA) is a representative example of a Cloud Services MSA. It aligns well with the key characteristics and context outlined in the concept description:
- It establishes the general legal, financial, and operational terms for Salesforce's ongoing provision of cloud-based services to the customer.
- It covers a broad range of Salesforce's cloud service offerings, including its SaaS CRM platform and related apps.
- It is designed to be flexible and scalable, allowing the customer to add new services over time through simple Order Forms.
- It includes service level commitments in areas like system availability, security, and support response times.
- It contains robust data security and privacy provisions, including a detailed Data Processing Addendum, given the sensitive customer data hosted in Salesforce's cloud.
- It aims to build a long-term, strategic relationship between Salesforce and the customer, with multi-year subscription terms and renewal options.
- It streamlines the process of adding new Salesforce services via standardized Order Forms that incorporate the MSA terms by reference.
- It utilizes a subscription-based pricing model, with upfront fees based on the type and quantity of services purchased.
- It provides the customer with transparency into planned downtime, service continuity processes, and other critical operating procedures.
- Furthermore, the Salesforce MSA contains many of the key articles and clauses listed in the concept, such as:
- Defined terms for Purchased Services, Documentation, Order Forms, and Users
- Detailed payment and invoicing terms, including late payment penalties
- Mutual confidentiality obligations and a broad definition of Confidential Information
- Robust data protection measures and references to a separate Data Processing Addendum
- Reservation of IP rights by Salesforce and licensing of the Services and any deliverables to the customer
- Term and auto-renewal provisions, coupled with detailed termination rights
- Mutual indemnification for third-party IP claims, with Salesforce's obligation contingent on the claim relating to its technology
- Warranty that the services will materially conform to the Documentation, along with a warranty disclaimer
- A liability cap at 12 months of fees, with typical exclusions for gross negligence, breaches of confidentiality, and IP claims
- Designation of governing law and venue based on the customer's location
- In summary, the Salesforce MSA provides a thorough, real-world example that maps closely to the core elements of a Cloud Services MSA as conceptualized in the original definition. It would serve as a helpful reference point for understanding how the key terms and conditions of a Cloud Services MSA come together in practice.
- NOTES: The Salesforce Main Services Agreement (MSA) is a representative example of a Cloud Services MSA. It aligns well with the key characteristics and context outlined in the concept description:
2020
- https://lawinsider.com/resources/contract-teardown/contract-teardown-salesforces-master-service-agreement
- https://youtube.com/watch?v=Ynif2IPEffg
- QUOTE: In this episode, media, tech, and entertainment lawyer Darlene Tonelli breaks down the Salesforce Master Service Agreement. As former in-house counsel, Darlene focuses on the client’s jobs to be done and whether the terms in a contract and their relationships accomplish those jobs. Darlene looks at the Master Service Agreement as a whole story rather than just a collection of terms. That’s a great vision to account for risks in a holistic way and to better advise clients. So, let’s tear it down.