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A master service agreement, also called framework services agreement, is a contract between two parties: a service provider, such as an IT consulting firm, and a receiver of that service. It outlines the terms of future engagements and work and details the obligations of both parties.
An MSA agreement sets the foundation for a long-term business relationship. It is flexible and ongoing. A master service agreement details basic tenets that govern the relationship between the service provider and the service receiver and allows for negotiation in future decisions.
Generally, a master service agreement spells out most of the terms and conditions between the two parties. This simplifies the negotiation process during the finalization of future contracts.
The agreement consists of elements such as:
The essential goal of the service contract is to set a tone for the ongoing project.
A master service agreement is specially signed in business transactions where the statement delivers work services.
Here is an article about contracts and their common elements.
Meet some lawyers on our platformWhen detailing a master service agreement, it is vital to consider three main elements.
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A master service agreement will include different components depending on the nature of your project, including:
Some other points that you can consider covering in your master service agreement could include:
A master service agreement can cover a variety of topics. Topics that may be covered include:
A Master Service Agreement is often confused with a Service Level Agreement. However, these are two distinct types of agreements.
A Master Service Agreement (or MSA) is an agreement between two parties that list the terms and conditions that will govern their future business relationship. It sets out the basic outline as proposed by each party.
This makes it easier to negotiate any clause. This type of services agreement includes payment terms, product warranties, intellectual property ownership, etc. The master service agreement should create a flexible system to be modified in the future.
On the other hand, a Service Level Agreement (or SLA) is between the service user and the service provider only. The SLA does not outline any requirements for the provision of the service. It also does not have any expectations from the user.
An example of an SLA would be the agreement between the internet service providers and the telephone company.
Here is an article about service level agreements.
If you wish to draft a master service agreement, here is a checklist for you:
A master service agreement can simplify things for you. For example, now that you know what is required for the master service agreement, you can devise one with your legal team. Or hire lawyers to draft or review your consulting agreement from a legal marketplace.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Forest is a general practice lawyer. He provides legal advice regarding small business law, contracts, estates and trusts, administrative law, corporate governance and compliance. Forest practiced complex commercial litigation in Florida for eight years, representing clients such as Host Marriott, Kellogg School of Business, and Toyota. Since moving to Nashville in 2005, he has provided legal advice to clients forming new businesses, planning for the future, and seeking funding through the use of equity and/or debt in their businesses. This advice has included the selection of business type, assistance in drafting and editing their business plans and offering material, reviewing proposed term sheets, and conducting due diligence. Forest is a member of the Florida, Tennessee, and Texas Bars; in addition. Forest has held a Series 7, General Securities Representative Exam, Series 24, General Securities Principal, and Series 63, Uniform Securities Agent State Law.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.
I offer flat/fixed fees rather than hourly work to help lower your legal costs and align our interests. I specialize in contract law and focus on making sure your contract is clear, protects your interests and meets your needs. You can expect fast, straightforward communication from me, making sure you understand every step. With my experience, you'll get a detailed review of your contract at a fair, fixed price, without any surprises. I have over 30 years of business and legal experience that I bring to your project. I graduated from The University of Texas School of Law with High Honors in 1993 and practiced at Texas' largest law firm. I have founded companies and so understand how to be helpful as both a lawyer and business owner.
An entrepreneurial, results-oriented advocate, legal and compliance professional with a successful track record of providing strategic legal advice and operational support to high growth national companies. Well established expertise in commercial transactions, acquisitions, and compliance oversight and policy development, including specialized expertise in sales, marketing and advertising compliance.
Kimm Massey, Esq. is a graduate of Harvard Law School, who has almost thirty years of experience practicing law. Her background includes litigation work for large multinational corporate law firms, the federal government, and the District of Columbia government. She founded Massey Law Group a decade ago. Attorney Kimm Massey has been admitted to the Bars of Washington DC, Maryland, Pennsylvania, Florida, the U.S. District Court for the District of Columbia, the U.S. District Court for the District of Maryland, the United States Court of Federal Claims, the United States Court of Appeals for Veterans’ Claims, and the United States Court of Appeals for the Fourth Circuit.
Ms. Marshall practices primarily in the areas of commercial and residential real estate, business/corporate, estate planning and tax. She spent the first 10 years of her career also practicing in civil litigation, collections and personal injury. Ms. Marshall concentrates her practice on the needs of individuals, entrepreneurs and small to medium sized businesses. During the course of her career Ms. Marshall has earned recognition as a Central Ohio Top Lawyer.
Throughout his career, Mr. Mettler gained significant experience negotiating and documenting large-scale international transactions, managing legal and regulatory compliance, and collaborating with legal teams to ensure business activities aligned with contract terms, commercial objectives, relevant laws, and government regulations. This experience exposed him to the intersection of business and law, and he became increasingly interested in the law and its workings. As a result, after spending over 20 years in the technology industry as a successful executive, Mr. Mettler decided to transition into the legal industry to expand his skill set and pursue his passion for law. Mr. Mettler believes that his strong business acumen, attention to detail, and ability to simplify complex projects and issues into manageable components and easy-to-read terminology, is a valuable assets in the legal industry. * 20+ years sales and account executive for technology companies, focusing on international enterprise transactions, with deep experience in sales, international expansion, negotiating SaaS agreements, and account management. * Extensive experience working closely with legal teams to negotiate and draft complex large-scale international enterprise contracts, including SaaS agreements, with a keen focus on commercial, legal, and regulatory compliance across multiple jurisdictions. * Proficient in identifying legal risks and opportunities in business transactions and developing strategies to mitigate risks (and work contract language around such risk) while maximizing value for the company and its customers.
Master Service Agreement
Asked on Apr 23, 2023I am a small business owner who is in the process of entering into a Master Service Agreement with an outside party. I am looking for guidance on what should be included in the agreement in order to ensure that my interests are protected and that all parties involved are aware of their rights and responsibilities. I am seeking legal advice on this matter to ensure that the agreement is comprehensive and legally binding.
The critical terms for an MSA will vary widely depending on your industry and the nature of the transaction. Generally speaking, MSAs should include terms addressing: term, termination, structure of the transaction (i.e., are multiple SOWs contemplated), intellectual property ownership, limitations on liability, indemnification, warranties, timing and payment terms, and confidentiality. Those are what I would call the material terms that are critical to setting the expectations of the parties, protecting your interests, and most likely to come up in the event of a dispute. There are myriad other issues that are slightly less important but still need to be addressed, including everything from dispute resolution to assignment to independent contractor status. Depending on your industry, you may need highly detailed sections on data protection and service levels, or not need any language on those issues whatsoever. I highly recommend you consult with an attorney who has experience in drafting MSAs and can prepare a template for you to use for this transaction and all similar deals moving forward. Please note this is not legal advice and this message does not create an attorney-client relationship; I do, however, have extensive experience in commercial contracts and would be happy to assist.
