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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Having a Master Service Agreement (MSA) in place is essential for any business or organization, and serves as a legally binding contract that outlines the rights and responsibilities of both parties involved in the relationship. By providing a clear and unambiguous description of the services being provided, setting out which party is responsible for what and what remedies are available should the agreement be breached, as well as establishing a framework for dispute resolution, an MSA can help protect businesses from potential disputes by making sure all parties understand their obligations.

The ��������Ƶ team understands how important it is to have a well-drafted MSA in place - which is why we provide free master service agreement templates on our platform. As part of our mission to make legal documents easier to access, our template library has millions of datapoints which teach AI what a market-standard master service agreement looks like, allowing anyone to draft high quality legal documents without needing an expert.

In addition to having an up-to-date MSA in place, it’s also essential for everyone involved to be aware of their rights and responsibilities under the agreement. Regular reviews should also be conducted to ensure that any changes since signing are taken into account. With this in mind, read on below for our step-by-step guidance on how best you can tailor your Master Service Agreement and access our template library today!

Definitions

MSA: Master Service Agreement - A contract between two parties that outlines the terms and conditions of their relationship, including the services provided, fees, liabilities, and other relevant information.
Scope of Services: The detailed description of the services to be provided, including any exclusions or limitations, duration, deliverables, and ongoing maintenance requirements.
Duration: The length of time that services will be provided, including the start date, the expected end date, or any relevant renewal or termination provisions.
Deliverables: The end result of the services provided, including any performance or quality standards.
Ongoing Maintenance: Any periodic tasks that need to be fulfilled, such as software updates, bug fixes, or other maintenance activities.
Fees: The fee structure for the services, as well as any applicable billing and payment terms.
Taxes: Any local, state, or federal taxes that need to be taken into account.
Payment Currency: The currency used for all transactions, in accordance with the relevant laws and regulations.
Payment Penalties/Late Fees: Any penalties or late fees that may be imposed for late or incomplete payments, in accordance with any applicable laws and regulations.
Intellectual Property: Any rights and obligations of each party in relation to the intellectual property, as well as any restrictions on using the intellectual property.
Licenses: A legal document granting permission to use intellectual property, such as copyright or trademark laws.
Royalty Payments: A payment made to the owner of intellectual property in exchange for the use of the property.
Liability Limits/Waivers: Any limits or waivers on liability for each party, including any applicable caps on damages or losses, as well as any applicable immunity or indemnity provisions.
Insurance Requirements: Any insurance requirements for each party, such as general liability, property damage, or other forms of insurance.
Confidentiality: The parties’ obligations with respect to confidential information, including the scope and duration of the confidentiality obligations, as well as the permitted uses of confidential information.
Termination: The circumstances under which either party may terminate the agreement, including any applicable notice periods, as well as any post-termination obligations.
Dispute Resolution: A process for resolving disputes, including any applicable arbitration provisions, any applicable laws and jurisdiction, as well as any applicable mediation and arbitration requirements.
Representations and Warranties: Any warranties or representations made by either party, such as warranties or representations of title, quality, accuracy, or other relevant items.
Miscellaneous: Any additional specific issues that are relevant to the agreement, such as any applicable force majeure provisions, or any applicable governing laws or regulations.

Contents

1. Introduction
2. Defining the purpose of the MSA and the parties involved.
3. Scope of Services
4. Outlining the services to be provided, including any exclusions or limitations.
   #1. Specifying the duration of the services.
   #1. Establishing the deliverables and timeline.
   #1. Identifying any ongoing maintenance requirements.
5. Fees and Billing
6. Describing the fee structure for the services, as well as any billing and payment terms.
   #1. Setting out any applicable taxes.
   #1. Establishing the payment currency.
   #1. Defining any payment penalties or late fees.
7. Intellectual Property
8. Addressing any issues related to the ownership and use of intellectual property.
   #1. Establishing the rights and obligations of each party.
   #1. Defining any restrictions on using the intellectual property.
9. Liability and Indemnity
10. Establishing any liability limits or waivers, as well as any indemnification provisions.
    #1. Specifying any limitations of liability.
    #1. Identifying any insurance requirements.
11. Confidentiality
12. Establishing the parties’ obligations with respect to confidential information.
    #1. Establishing the scope and duration of the confidentiality obligations.
    #1. Defining the permitted uses of confidential information.
13. Termination
14. Describing the circumstances under which either party may terminate the agreement.
    #1. Setting out any applicable notice periods.
    #1. Outlining any post-termination obligations.
15. Dispute Resolution
16. Establishing a process for resolving disputes, including any applicable arbitration provisions.
    #1. Specifying the applicable laws and jurisdiction.
    #1. Identifying any applicable mediation and arbitration requirements.
17. Representations and Warranties
18. Identifying any warranties or representations made by either party.
19. Miscellaneous
20. Addressing any additional specific issues that are relevant to the agreement.
    #1. Establishing any applicable force majeure provisions.
    #1. Setting out any applicable governing laws or regulations.

Get started

Introduction

• Understand the purpose of the Master Service Agreement (MSA).
• Identify the parties involved in the MSA.
• Determine if any other agreements need to be considered within the MSA.
• Research relevant laws and regulations that will apply to the MSA.
• Once research and understanding of the need for and parties involved in the MSA has been completed, you can check this off your list and move on to the next step.

Defining the purpose of the MSA and the parties involved.

• Gather all the necessary information about the parties involved in the MSA, including contact information, name, business name, address, etc.
• Determine the scope and purpose of the MSA, and its respective responsibilities, including the services to be provided, payment terms, warranties, etc.
• Make sure to clearly define the termination clause, so that the parties are aware of their rights and obligations in the event of termination.
• Draft the MSA and make sure to include all the necessary information as previously discussed.
• Get the MSA signed by all parties involved.

You’ll know when you can check this off your list and move on to the next step when all parties have signed the MSA and have agreed to the purpose and scope of the agreement.

Scope of Services

• Research and define the scope of services that will be provided, including any exclusions or limitations
• Outline the specific services that will be provided to the customer, as well as any exclusions
• Ensure that the scope of services is tailored to the customer’s needs and expectations
• Identify any additional services that the customer may require, or any services that may be excluded
• Draft a detailed list of services that the customer will receive and any limitations on those services
• Include a clause that allows for the customer to request additional services that are outside the scope of the MSA
• Ensure that all services are clearly defined and agreed upon by both parties
• Once both parties have agreed on the scope of services, the MSA can be finalized and signed by both parties.

Outlining the services to be provided, including any exclusions or limitations.

• Make a list of the services that the customer will need and the services that the provider will offer
• Describe the scope of the services and any limitations or exclusions that may apply
• Include any special conditions or circumstances that may apply to the services
• Clarify which party is responsible for providing the resources necessary to complete the services
• Outline any additional services that may be requested outside of the scope of the contract
• When you have a clear list of services and any exclusions or limitations, you can move on to the next step.

Specifying the duration of the services.

• Agree on the total duration of services to be provided.
• Consider whether the agreement should be for a fixed period of time, or for an undetermined period with provisions for termination.
• Specify when services are to begin and end.
• Include provisions for modifications and extensions to the duration of the agreement, as needed.
• Include any provisions for termination of the agreement, such as termination for convenience or due to breach of contract.

You’ll know you’ve finished this step when you have clearly outlined the total duration of services to be provided, including any provisions for modifications, extensions, and termination.

Establishing the deliverables and timeline.

• Set out a detailed list of the deliverables and expected results that will be produced for the client.
• Determine the timeline for completion and delivery of the agreed services.
• Discuss and agree on a timeline for each deliverable.
• Make sure that the timeline is realistic and achievable.
• Document these deliverables and timeline in the Master Service Agreement.
• Check to make sure all the details are accurate and that the client is happy with the timeline.
• Once the timeline is agreed upon, the Master Service Agreement is ready to be signed.

Identifying any ongoing maintenance requirements.

• Review the deliverables and timeline established in the previous step to determine if any ongoing maintenance is required.
• Consider the complexity of the project and the scope of the deliverables to determine if additional maintenance is necessary.
• Discuss with the customer and discuss any ongoing maintenance requirements and their associated costs.
• Document any ongoing maintenance requirements in the Master Service Agreement.
• Once the requirements are clearly defined and documented, you can check this step off your list and move onto the next step.

Fees and Billing

• Establish a fee structure for the services and any additional fees associated with the services.
• Define any billing and payment terms, including payment cycle, invoicing and payment method.
• Specify the currency in which payment must be made.
• Include any fees for late payments.
• Specify the conditions under which fees may be waived, if applicable.
• Check that the fees and billing terms are agreeable to both parties.
• Finalize and sign the agreement.

Once all of the above steps have been completed, you can move on to the next step in the process: Describing the fee structure for the services, as well as any billing and payment terms.

Describing the fee structure for the services, as well as any billing and payment terms.

• Outline the services and fees that will be charged for each service
• Identify the payment frequency (e.g., monthly, quarterly, etc.)
• Define the billing and payment terms; this may include the acceptable payment methods, any applicable late fees, and any interest fees
• Include any other relevant terms that apply to the fees and billing (e.g., discounts, credits, etc.)
• When finished, review the final fee structure and payment terms to ensure accuracy

You can check this off your list when you have a finalized fee structure and payment terms that both parties agree upon.

Setting out any applicable taxes.

• Identify any applicable taxes, including local, state and/or federal taxes associated with the services
• Outline any taxes that should be included in the invoice and payment terms
• Specify the method for calculating any taxes or other applicable fees
• Make sure all taxes and fees are clearly stated in the agreement
• Once all taxes and fees are outlined in the agreement, it will be ready to move on to the next step of establishing the payment currency.

Establishing the payment currency.

• Establish the currency in which payments will be made.
• Consider any foreign exchange rates that may apply.
• Specify the currency in the MSA.
• Once the currency is specified in the MSA, you can check this off your list and move on to the next step.

Defining any payment penalties or late fees.

• Specify any penalties for late payments, including any interest rates for overdue payments.
• Outline any other fees that may be incurred as a result of late payments.
• Confirm if these fees will be automatically charged or if they need to be manually calculated and assessed.
• Once you have outlined the payment penalties or late fees, the next step is to outline Intellectual Property.
• When you have completed this step, you will have a tailored Master Service Agreement that defines the payment penalties or late fees.

Intellectual Property

• Review the project scope and agree on which assets the service provider will own and which the customer will own.
• Identify any assets that may be owned by both parties (such as intellectual property created jointly).
• Establish a policy for the use of any confidential information, trade secrets, and intellectual property discovered during the project.
• Agree on the duration of protection to be afforded to any intellectual property rights.
• Identify any conditions under which the rights may be transferred or licensed to a third party.
• Establish any provisions for indemnification related to intellectual property infringement.

How you’ll know when you can check this off your list and move on to the next step: Once all of the terms related to intellectual property have been finalized, the parties can move on to the next step of addressing any issues related to the ownership and use of intellectual property.

Addressing any issues related to the ownership and use of intellectual property.

• Outline the ownership of intellectual property – who owns the intellectual property rights before and after the agreement is signed?
• Outline any restrictions on the use of intellectual property – can the parties use the intellectual property in the same way, or is there a restriction on how it can be used?
• List any license agreements that need to be included in the agreement – this could include third-party licenses, open source licenses, or any other licenses that need to be included.
• Specify any restrictions on the transfer of intellectual property – can the intellectual property be transferred to a third-party or is there a restriction on who can receive the intellectual property?
• Specify any obligations to protect the intellectual property – do the parties have an obligation to protect the intellectual property from unauthorized use or disclosure?

Once you have addressed all of the above points, you can check this step off your list and move on to the next step.

Establishing the rights and obligations of each party.

• Draft a section in the Master Service Agreement outlining the rights and obligations of each party
• Include details of the service to be provided, any payment terms, and the terms of termination
• Specify any applicable warranties or indemnification clauses
• Have both parties review, negotiate and agree on the terms and conditions of the Master Service Agreement
• Execute the agreement once all parties have come to an agreement

You will know you can check this step off your list and move on to the next step once both parties have agreed to and executed the Master Service Agreement.

Defining any restrictions on using the intellectual property.

• Identify any specific intellectual property that will be subject to restrictions on use
• Discuss the potential restrictions on the use of the intellectual property in detail
• Agree on any limitations on the use of intellectual property in the contract
• Include any restrictions on the use of the intellectual property in the contract
• Specify any penalties that may be imposed for violations of the restrictions on the use of the intellectual property in the contract
• Once all restrictions on the use of the intellectual property have been included and agreed upon, you can check this off your list and move on to the next step.

Liability and Indemnity

• Agree to the scope of liability and indemnity that is appropriate for the situation
• Outline the liability restrictions or waivers, including any related exclusions or limitations
• Specify any indemnification provisions, including the types of damages to be indemnified and the parties responsible for the indemnification
• Define the limits on the damages or losses that may be incurred by either party
• Spell out any exclusions or limitations of liability
• When you have outlined all liability and indemnity provisions, you can check this step off your list and move on to the next step.

Establishing any liability limits or waivers, as well as any indemnification provisions.

• Determine appropriate liability limits or waivers and include them in the Master Service Agreement.
• Consider including an indemnification provision in the Master Service Agreement.
• Discuss the liabilities and indemnities with the other party to ensure that both parties are in agreement.
• Draft the language for the liability limits or waivers, as well as the indemnification provisions, and include them in the Master Service Agreement.
• Review the language with the other party to ensure that the terms are acceptable to both parties.
• Once both parties have agreed to the liability limits or waivers, as well as the indemnification provisions, you can check this step off your list and move on to the next step.

Specifying any limitations of liability.

• Ensure that the language of the agreement clearly covers any and all limitations of liability.
• Include a provision that explicitly outlines who is responsible for any losses or damages, and to what extent.
• Clearly state the types of losses and damages that are not covered by the agreement.
• Specify any limitations on the duration of liability.
• Include a clause that holds both parties accountable for any direct losses.
• Once you have specified all limitations of liability, read through the agreement to make sure everything is clear and concise.

Once you have specified all limitations of liability, you can check this off your list and move on to the next step.

Identifying any insurance requirements.

• Draft a list of insurance requirements and minimum limits of liability
• Receive approval from the service provider’s insurance carrier
• Add the insurance requirements to the Master Service Agreement
• Include the approved limits of liability
• Review and confirm that the insurance requirements and limits of liability are correct
• Once you have received approval and the insurance requirements and limits of liability have been properly updated and included in the Master Service Agreement, you can check this step off your list and move on to the next step.

Confidentiality

• Identify what information should be kept confidential
• Draft confidentiality provisions regarding each party’s obligation to secure, use, and protect the confidential information of the other
• Establish a process for sharing confidential information between the parties
• Consider if any exceptions to the confidentiality provisions should be included
• Have each party agree to the provisions through signature

Once you have identified what information should be kept confidential and drafted confidentiality provisions, you will have completed this step and can move on to the next one.

Establishing the parties’ obligations with respect to confidential information.

• Draft and negotiate language in the MSA that explicitly defines confidential information, including defining what is and is not confidential.
• Include language that establishes what the parties are entitled to do with the confidential information they receive.
• Agree on the appropriate duration and scope of the confidentiality obligations.
• Ensure that the obligations are sufficiently broad to cover any and all confidential information exchanged in the course of business.
• Address the issue of third-party confidential information and how it should be treated.

When you have drafted and negotiated language that establishes the parties’ obligations with respect to confidential information, you can check this off your list and move on to the next step.

Establishing the scope and duration of the confidentiality obligations.

• Establish and agree on the scope of the confidential information that needs to be protected
• Consider what type of confidential information is included in the scope of the MSA and any additional specific information that needs to be protected
• Agree on the duration that the confidentiality obligations need to be in place for
• Make sure that the duration is reasonable for the type of confidential information and the length of time it needs to be protected
• Include a provision in the MSA that outlines the obligations of both parties and the duration of the obligations

When you’ve established the scope and duration of the confidentiality obligations, you can check this step off your list and move on to the next step.

Defining the permitted uses of confidential information.

• Identify the parties that will be sharing confidential information.
• Define the types of confidential information to be shared.
• Describe the permitted uses of that confidential information.
• Specify any restrictions on the use of the confidential information.
• Outline any obligations the receiving party must honor related to the use of confidential information.
• Determine any third-party disclosure requirements related to confidential information.
• Include details on how the receiving party must protect confidential information.

When all of the above points have been addressed, this step is complete and you can move on to the next step: Termination.

Termination

• Identify and list the circumstances under which either party may terminate the agreement.
• Include termination language that is clear, specific, and legally binding.
• Address what will happen to confidential information after the agreement has been terminated.
• Specify when either party can terminate the agreement and any associated repercussions.
• Outline any required notice periods for termination.
• Include a provision for a 30-day cure period if one of the parties breaches the agreement.
• Make sure that all termination provisions comply with applicable laws and regulations.

You will know that you can check this off your list and move on to the next step once you have thoroughly reviewed and finalized the termination provisions in your Master Service Agreement.

Describing the circumstances under which either party may terminate the agreement.

• Identify any grounds for termination that either party may invoke to terminate the agreement.
• Specify any conditions or obligations that must be met before either party may terminate the agreement.
• Outline the consequences of termination for both parties.
• Include a clause that any obligations that have survived the termination of the agreement must be fulfilled.
• Include a clause that allows either party to terminate the agreement in the event of bankruptcy or insolvency of the other party.

When you have completed the steps above, you can move on to setting out any applicable notice periods in the next step.

Setting out any applicable notice periods.

• Review the agreement to see if either party is required to provide notice of termination.
• If applicable, determine the applicable notice period for each party. This may be a fixed time period, or something more specific, like 30 days’ notice of termination.
• If necessary, negotiate the applicable notice period.
• Include the applicable notice periods in the agreement.
• Sign and date the agreement.

Once you have included the applicable notice periods in the agreement, you can move on to the next step of outlining any post-termination obligations.

Outlining any post-termination obligations.

• Draft the post-termination obligations for both parties, such as:
- Re-payment of any outstanding fees
- Return of any confidential information
- Destruction of any confidential information
• Ensure that the post-termination obligations are clearly defined and compliant with relevant laws
• Incorporate any additional post-termination obligations as mutually agreed upon by both parties
• When complete, review the post-termination obligations to ensure they are suitable for both parties
• When satisfied, you can check this off your list and move on to the next step - Dispute Resolution.

Dispute Resolution

• Identify the applicable laws and regulations that govern dispute resolution.
• Draft a dispute resolution clause that outlines the process for resolving any disputes that may arise between the parties.
• Consider any arbitration provisions that may be applicable.
• Include a clause that outlines the consequences of not resolving a dispute.
• When possible, include a clause that allows for out-of-court settlements.
• Obtain the necessary approvals from all relevant parties.

When you have completed all of the above, you will have successfully established a process for resolving disputes, including any applicable arbitration provisions.

Establishing a process for resolving disputes, including any applicable arbitration provisions.

• Determine an appropriate process for resolving disputes, such as through negotiation and mediation, before considering the use of arbitration.
• Draft an arbitration clause that outlines the circumstances in which the parties agree to use arbitration.
• Consider the type of arbitration you will use, such as commercial, consumer, or international arbitration, and the applicable rules and procedures.
• Include the names of the applicable arbitration organizations and governing rules of the arbitration.
• Specify the location and language of the arbitration.
• Clarify who will pay for the cost of the arbitration.
• Determine the number of arbitrators, potential challenges to arbitrator selection, and the process for selecting the arbitrators.
• Outline the procedures for communications between the parties and the arbitrator(s).
• Decide if there are any limitations or restrictions on the arbitration and award.
• Include a clause that states the arbitrator’s award is binding and may be entered as a judgment in any court of competent jurisdiction.

You will know when you can check this off your list and move on to the next step when the agreement includes language regarding the dispute resolution process, including the applicable arbitration provisions.

Specifying the applicable laws and jurisdiction.

• Research the applicable laws for the agreement, based on the parties’ locations
• Identify the governing jurisdiction for the agreement
• Specify the laws and jurisdiction in the Master Service Agreement
• Make sure the language is clear and unambiguous
• Once the laws and jurisdiction have been specified, you can move on to the next step.

Identifying any applicable mediation and arbitration requirements.

• Review the applicable laws and jurisdiction to determine if any mediation and/or arbitration requirements exist
• Check the local laws to determine any requirements that must be included in the MSA
• Discuss any potential dispute resolution methods with the client and determine if one is preferred
• Draft the relevant language for the dispute resolution process to be included in the MSA
• When the client has agreed to the dispute resolution language included in the MSA, you can move on to the Representations and Warranties step.

Representations and Warranties

• Analyze the services being provided to identify any warranties or representations that either party must make.
• Draft language for the representations and warranties that each party must make, including any specific language for services and other relevant agreements.
• Include language for the consequences of any breach of a representation or warranty.
• Incorporate any identified warranties or representations into the Master Service Agreement.
• Review the agreement with both parties and make any necessary changes.

When you can check this off your list:

• When the Master Service Agreement has been reviewed and both parties are in agreement with the representations and warranties language.

Identifying any warranties or representations made by either party.

• List what warranties or representations each party makes
• Make sure to include warranties and representations related to the services and products being provided, as well as any other warranties and representations that are pertinent to the agreement
• Check to make sure all warranties and representations are included and accurate
• When you’re done, you’ll have a comprehensive list of warranties and representations that each party has agreed to provide
• Once you’ve completed this step, you can move on to the next step in the guide: ““Miscellaneous””

Miscellaneous

• Determine if the signed agreement will be binding with or without the signature of both parties
• Establish how to handle disputes or disagreements that may arise from the agreement
• Decide how to handle any breach of the agreement by either party
• Choose how to handle any changes to the agreement
• Include a clause for termination of services
• Outline any applicable taxes or fees
• Decide on any limitations of liability
• Establish how to handle confidentiality of information
• Add a clause that allows either party to assign the agreement

When you’ve completed this step, you will have addressed all of the miscellaneous issues related to the agreement. You are now ready to move on to the next step.

Addressing any additional specific issues that are relevant to the agreement.

• Identify any additional specific issues that are relevant to the agreement.
• Discuss the issues with the other party in order to negotiate a mutually acceptable solution.
• Draft language that outlines the agreed-upon solution.
• Incorporate the language into the Master Service Agreement.
• Have both parties sign the agreement to make it legally binding.

Once both parties have signed the agreement, you can check this step off your list and move on to establishing any applicable force majeure provisions.

Establishing any applicable force majeure provisions.

• Establish what events would constitute a force majeure in the contract.
• Make sure to include a clear definition of what constitutes a force majeure event.
• Outline the obligations of the parties in the event of a force majeure event.
• Decide how long any delays due to a force majeure event will be considered excusable.
• Determine the steps that each party must take in order to limit any damages incurred due to a force majeure event.
• Include a clause that outlines how any disputes relating to a force majeure event will be resolved.

When you have completed all of the above steps, you will have established any applicable force majeure provisions in your Master Service Agreement, and you can move on to the next step.

Setting out any applicable governing laws or regulations.

• Review applicable laws and regulations that apply to the parties to the agreement.
• Determine which governing laws and regulations should be included in the Master Service Agreement.
• Draft language to include in the Master Service Agreement outlining the governing laws and regulations.
• Ensure that the language is clear and understandable for both parties.
• Have both parties review and sign off on the applicable governing laws and regulations in the Master Service Agreement.

Once both parties have reviewed and signed off on the governing laws and regulations, you can move on to the next step.

FAQ

Q: What is the purpose of a Master Service Agreement?

Asked by Patrick on May 2nd, 2022.
A: The purpose of a Master Service Agreement (MSA) is to set out the rights and responsibilities of both parties in a business contract. It is a comprehensive, legally binding document that outlines the scope of the agreement, as well as any applicable policies and procedures. It also outlines any financial obligations and other considerations that must be taken into account. An MSA is designed to protect both parties should a dispute arise, and can be tailored to suit the needs of the individual business.

Q: Is it important to have a Master Service Agreement in place?

Asked by Rebecca on August 15th, 2022.
A: Absolutely. Having an MSA in place is essential for any business relationship between two or more parties. It helps protect both sides from potential disputes, and can provide clear guidance on how to handle any such disputes should they arise. An MSA also helps provide clarity around payment terms, product or service delivery times, and confidentiality agreements.

Q: What are the key elements of a Master Service Agreement?

Asked by John on April 10th, 2022.
A: The key elements of an MSA include:

1. A definition of the services or products being provided;
2. A description of each party’s responsibilities;
3. A detailed explanation of payment terms;
4. A description of the timeline for product or service delivery;
5. An outline of any applicable laws or regulations that must be followed;
6. A description of any confidentiality agreements; and
7. A dispute resolution clause outlining how any potential disputes will be handled.

Q: Are there any industry-specific considerations when creating a Master Service Agreement?

Asked by Sarah on July 1st, 2022.
A: Yes, when creating an MSA it is important to consider any industry-specific regulations or laws that may apply to your particular business relationship. For example, if you are in the technology sector you may need to consider data protection laws such as GDPR, while if you are in the B2B sector you may need to consider industry-specific contracts such as SaaS agreements or terms of service agreements. Additionally, if you operate in multiple jurisdictions (such as UK vs USA vs EU), then it is important to ensure that your MSA complies with all relevant laws and regulations in each jurisdiction.

Q: What are some tips for building a tailored Master Service Agreement?

Asked by William on September 12th, 2022.
A: When building a tailored MSA there are several things you should keep in mind:

1. Ensure that all relevant parties have signed off on the agreement and that all parties have read and understood its contents;
2. Clearly define each party’s roles and responsibilities within the agreement;
3. Be sure to include all relevant details such as payment terms, product/service delivery times, applicable laws/regulations, and confidentiality agreements;
4. Ensure that all parties understand their obligations under the agreement (including dispute resolution procedures);
5. Have an experienced lawyer review the agreement before signing it off; and
6. Make sure that all parties are aware of their rights and obligations under the agreement at all times throughout its duration.

Q: Is there anything else I need to consider when creating a Master Service Agreement?

Asked by Jacob on November 3rd, 2022.
A: Yes - it’s important to remember that MSAs are legally binding documents and can have serious consequences if not handled properly. Before signing an MSA it is important to ensure that all parties understand their rights and obligations under the agreement and that all relevant laws/regulations have been taken into account (particularly if you operate in multiple jurisdictions). Additionally, it is important to make sure you keep your MSA up-to-date as changes in legislation or technology may require revisions to your agreement over time.

Example dispute

Raising a Lawsuit Involving a Master Service Agreement:

• Understand the terms of the master service agreement, which can include provisions such as scope of services, payment terms, and dispute resolution.
• Identify any violations of the master service agreement, such as failure to pay or failure to perform services according to the agreement.
• File a complaint in court, citing the master service agreement and identifying any provisions that have been violated.
• Prove that the defendant breached the contract, for example by providing evidence that the services were not provided according to the agreement.
• Determine if there are any damages, such as lost profits or additional expenses, that should be awarded to the plaintiff.
• Negotiate a settlement or seek a court judgment for damages.

Templates available (free to use)

Standard Directors Service Agreement

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