Publication date: 29.09.2025
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Case Study: Managed Services Agreement Legal Support for Graphic Packaging International LLC
Introduction
Client: Graphic Packaging International LLC (GPI)
Service Provider: Managed Service Provider (MSP)
Engagement Type: Steady State Support and Managed Services
Duration: 36 months initial term, with potential renewal
This case involves providing legal support and advisory services for GPI regarding its Managed Services Statement of Work (SOW) template. The SOW governs the contractual relationship between GPI and the MSP, ensuring compliance with corporate governance, contractual obligations, and service delivery standards.
Project Background
GPI required legal advisory services to review, validate, and support the execution of its Managed Services SOW. The company aimed to ensure the SOW clearly outlined:
- The scope of services provided by the MSP
- Fee structures, invoicing, and payment obligations
- Roles, responsibilities, and accountability mechanisms
- Termination clauses and exit management procedures
- Objective: Minimize legal and financial risks while maintaining operational efficiency in service delivery.
High-Level Summary
The MSP provides remote Managed Services for GPI systems under a fixed-fee arrangement. Legal support ensured that the SOW:
- Aligned with the Master Agreement
- Incorporated all regulatory and contractual compliance requirements
- Clearly defined KPI reporting, invoicing procedures, and escalation mechanisms
- Specified travel and expense reimbursements, termination charges, and change control procedures
- Deliverables: Comprehensive SOW review, risk assessment, contract compliance recommendations, and supporting documentation for invoicing and reporting.
Objectives of the Engagement
- Contractual Review & Legal Advisory
- Assess the SOW terms for legal consistency with the Master Agreement
- Ensure compliance with corporate policies, data protection laws, and financial regulations
- Scope & Deliverables Validation
- Verify inclusion of all key deliverables and performance reporting metrics
- Confirm alignment of responsibilities (RACI Matrix) between GPI, MSP, and third parties
- Financial & Fee Compliance
- Review Charges Methodology, including Run Charges, One-Time Charges, ARC/RRC adjustments
- Advise on invoicing practices, payment terms, and currency adjustments
- Risk Mitigation & Termination Clauses
- Assess termination rights and obligations
- Advise on exit management services and related charges
- Provide recommendations for mitigating disputes arising from SLA failures or scope changes
Key Deliverables
- Drafted and finalized SOW with legal commentary
- Reviewed and annotated Charges Workbook (Appendix 1-A)
- Defined responsibilities and accountability using the RACI Matrix
- Legal advisory on travel, expense reimbursement, and invoice compliance
- Recommendations for change control procedure and productivity adjustments
- Guidance on Indexation, Currency Adjustment, and volume-related adjustments
Out of Scope
The legal advisory did not include:
- Operational management of the Managed Services
- Direct execution of IT or technical services
- Financial auditing beyond SOW compliance review
Service Structure & Responsibilities
RACI Matrix Overview:
| Activity | MSP | GPI | Third Party |
|---|---|---|---|
| License Assignment | R, A | C, I | – |
| Incident & Problem Management | R, A | C, I | – |
| Reporting & Tenant Monitoring | R, A | C, I | – |
Legend:
- R – Responsible: party executing the task
- A – Accountable: party approving outcomes
- C – Consulted: party providing subject matter input
- I – Informed: party updated on decisions
Financial & Charges Overview
- One-Time Charges: Setup of IT connectivity, Zendesk support, invoiced monthly as incurred.
- Run Charges: Ongoing operational, governance, and technology charges.
- Adjustments: ARC/RRC for volume deviations, indexation for inflation, currency adjustments, and any out-of-pocket expenses pre-approved by GPI.
- Termination Charges: Wind Down Charges, Break Fee, Unrecovered Transition.
FAQ – Legal Advisory on Managed Services
Question
Is it mandatory for GPI to use legal counsel for SOW management?
Answer
While not legally mandatory, having legal counsel ensures proper contract execution, reduces risk exposure, and ensures compliance with KPIs, invoicing, and termination clauses.
Question
How are fees and charges structured?
Answer
Fees are detailed in the Charges Workbook (Appendix 1-A) and include One-Time Charges, Run Charges, governance, technology charges, and adjustments for volume, inflation, or currency fluctuations.
Question
What if the MSP underperforms on KPIs?
Answer
The SOW includes Service Level Termination Events. If MSP fails to meet the same KPI for four consecutive months, GPI may terminate the SOW without liability for termination fees.
Question
How are scope changes managed?
Asnwer
Through a formal Change Control Procedure, including Change Request, Change Review, and Change Approval, executed in writing by authorized representatives.
Question
What about travel and expenses?
Answer
Travel and out-of-pocket expenses are reimbursed based on actual costs, subject to prior approval by GPI.
This case exemplifies comprehensive legal support for Managed Services agreements, combining contract drafting, compliance review, risk management, and advisory services. Legal intervention ensured GPI had a robust SOW framework that clarified responsibilities, minimized financial risk, and established clear mechanisms for monitoring, reporting, and dispute resolution.
