Master service agreement (MSA) template
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What is a master service agreement (MSA)?
A master service agreement (MSA) is a contract that elucidates the terms and conditions under which two parties will work together over time. An MSA outlines the rules that govern the relationship between the parties. It covers various issues such as the scope of services to be provided, payment terms, the duration of the agreement, confidentiality obligations, intellectual property rights, warranties, indemnification, and dispute resolution procedures.
What is the need for an MSA?
An MSA is an essential contract document for businesses due to the following reasons:
Establishes clarity
Because an MSA outlines the scope of services to be provided, the costs associated with the services, and the timelines, it provides clarity and avoids misunderstandings and disputes between parties.
Mitigates risks
Because it specifies the rights and obligations of the parties, such as warranties, indemnification, liability, and dispute resolution process, it helps with better risk management.
Improves efficiency
An MSA streamlines the contracting process, especially negotiation. Parties can refer to it for future projects, saving time and improving efficiency.
What are the elements of an MSA?
The nature and scope of each MSA are different. However, they all have some common elements, such as:
Definitions
This section defines the key terms used throughout the agreement, such as services, fees, and deliverables.
Confidentiality
Obligations of the signing parties to protect confidential information are discussed in this clause.
Term
The term specifies the duration of the agreement and the options for renewal, if any.
Services
This section outlines the services to be provided by the service provider. It includes the scope of work, timelines, and milestones.
Intellectual property rights
How the parties will share patents and other intellectual property ownership are mentioned in this section.
Liability
This lists out the party liable in case of a lawsuit.
Dispute resolution
This states how the parties can resolve their conflict in case of a dispute.
Warranties
This section guarantees that delivered products meet the agreed-upon standard. It also emphasizes the scope and coverage of the assurance.
Venue of law
This lists where any legal resolution will occur.
Termination
This section lists the events or circumstances under which the contract can be terminated. It also mentions the notice requirements, if any.
Frequently asked questions
Who typically uses a master service agreement?
An MSA is commonly used in business-to-business transactions. It's used primarily in industries providing ongoing services, such as marketing, IT consulting, and engineering services.
How is an MSA different from a statement of work?
An MSA is a general agreement that outlines the terms and conditions of an ongoing business relationship. In contrast, a statement of work (SOW) is a specific document that details the particular project or service that will be provided under the MSA. It's usually attached to the MSA and includes timelines, deliverables, and the scope of work for a particular project or service.
Can an MSA be modified?
Yes, MSAs can be modified or amended, but both parties should make any changes in writing and sign.