What is a Master Services Agreement (MSA)?

sharharyan11223

I wrote about the steps you should take when starting your agency. Included were two essential contract documents that I recommended:


Master Service Agreement (MSA) – A general agreement covering the relationship between our organization and the client's organization. The MSA may be a stand-alone contract or may be incorporated into a larger business agreement between the parties, including the actual deliverables of the project. Instead, we separate the project deliverables into the SOW.
Statement of Work (SOW) - A document that describes the terms, deliverables, and resources required to complete a specific project or task.
How to write a bulletproof sow

If you are doing ongoing engagements with a client, it is ideal to separate the two engagements because you can propose each engagement with a new SOW without having to renegotiate the MSA that covers the entire relationship.

What is a Master Services Agreement (MSA)?
A Master Services Agreement (MSA) is a legal agreement between two parties, usually a company and a vendor, that sets out the terms for the company's supplier to provide services. The MSA sets out the rights and obligations of both parties with respect to the services to be provided, including the scope of services, fees to be paid and any other terms that apply to the relationship between the two parties.

The purpose of the MSA is to create a clear and detailed agreement between the parties about the terms under which the Services will be provided and any other relevant aspects of the relationship. An MSA can help avoid misunderstandings or disputes between the parties by clearly and concisely stating the expectations and obligations of each party.

So while the SOW covers the deliverables and timeline, the overarching document we include in any vendor-client relationship is the Master Services Agreement (MSA). In other words, two parties can sign an MSA with respect to the relationship, and Kazakhstan WhatsApp Number List that MSA can then govern each SOW with a client where you do one or more projects or engagements. In other words, we use the MSA to manage our relationship with the client and the SOW to define the deliverables and timeline.

NOTE: While I recommended that the SOW template be reviewed by your attorney, the Master Services Agreement must be reviewed to ensure that it is a legally acceptable document for both parties. Attorneys for each side will often review and redline the document... redlining is simply the act of requesting modifications in legal verbiage so that both parties agree.

What parts should be in the framework service agreement?
A Master Services Agreement (MSA) typically contains a number of key sections that outline the terms of the contract. These sections may include:

Introduction – This section typically provides an overview of the purpose and scope of the MSA and any definitions of key terms used throughout the document.
Services – This section typically describes the specific services that the vendor will provide to the company, as well as other services that may be provided at the company's request.
Billing – This section states how the client is billed, when payments are expected and what happens if payment terms are not met. If you include the actual deliverables without the SOW, the MSA may establish the actual fees that the company will pay the vendor in exchange for the services provided.
Terms and Termination - This section describes the duration of the MSA agreement, any circumstances under which the agreement may be terminated early, and the procedure for doing so.
Confidentiality - This section sets forth the obligations of both parties regarding the confidentiality of information shared under the MSA. It usually includes non-disclosure agreements and how client data will be used, stored and deleted when the relationship ends.
Intellectual Property – This section deals with any intellectual property (IP) issues, such as ownership of IP created or developed within the MSA and any license granted to the company.
Representations and Warranties - This section sets forth the representations and warranties made by both parties for MSA and the Services provided.
Indemnification - This section describes the responsibilities of each party to indemnify the other party for any loss or damage that may arise in connection with the MSA.
Governing Law – This section specifies the jurisdiction and law that will govern the MSA. This is important if your client is located in another state or country. The last thing you want is to cover travel expenses and hire attorneys outside of your attorney's jurisdiction.
Dispute Resolution - This section sets forth the process for resolving any disputes that may arise under the MSA, such as through arbitration or mediation.
Miscellaneous – This section may contain any additional provisions or clauses that are specific to the MSA.
The MSA is a critical contract that you should always agree to with your client, have it reviewed by both their lawyers and yours, signed by both the seller and the supplier, and have on hand to refer to in the event of any kind of dispute . or disagreement.