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Master Service Agreement

Tips for Drafting an MSA Contract

MSA contract is a contract that two parties negotiate and sign prior to potential work. It is typically sent before beginning multiple projects or ongoing work, and it establishes the general terms of the relationship going forward. Read ahead to know more.

Although contracts are often used to cover a one-time activity between two parties, what happens when the parties’ relationships or circumstances continue to exist? When the signing parties are confident that they will continue to collaborate in the future, a MSA Contract can streamline subsequent agreements and accelerate the negotiation process.

Additional contracts do not need to be renegotiated while an MSA is in place, and the fundamentals of the initial agreement can be included in all future arrangements. Even while MSAs are most commonly used in the technology industry, these agreements are suited for any long-term, continuous commercial engagements, including client/vendor contacts, government contracts, and labour disputes, among other things.

What Is an MSA Contract

At its most basic level, an MSA contract is a contract between two or more parties that specifies the terms and conditions that will regulate all present and future activities and duties between the parties.

They are beneficial because they allow the parties to prepare for the future while also speeding up the ratification of any subsequent agreement that is reached. This is because master service agreements (MSAs) establish a contractual structure that serves as the foundation for all future operations.

When circumstances change, it is more advantageous to use an MSA since it enables adjustments to be made to the current agreement at hand while maintaining the essential principles that will apply to all future contracts.

The following are some of the most fundamental clauses of a Master Service Agreement:

  • Confidentiality
  • Dispute Resolution
  • Geography
  • Property Rights Liability Limitations Payment Terms Venue Warranty Intellectual Property Rights
  • Workplace Expectations.

The following are some examples of the types of agreements that can be governed by a master service agreement:

  • Property ownership in a development
  • Royalties earned as a result of new inventions or discoveries
  • How may further information be provided while still adhering to confidentiality agreements
  • In the event of a third-party lawsuit, indemnification is provided
  • Alternative dispute settlement and attorney fee allocation
  • Work schedules that are influenced by the conditions of the job on the job
  • Purchase orders and pricing change based on economic considerations such as material costs, cost of living, and so on.

A Master Service Agreement (also known as an MSA Contract) is a legal document that records the agreement between a service provider and a customer. A well-written and clear Contract can assist in avoiding disputes between clients and service providers caused by misunderstandings or different expectations between the two parties involved.

Key Provisions of an MSA contract

Even though each professional services transaction has its own set of nuances and challenges that must be addressed adequately in the MSA Contract, some critical areas of a Contract include the choice of law and forum, the scope of work, confidentiality, the independent contractor relationship, and the ownership of intellectual property.

Choice of Law and Forum

In the event of a disagreement, an MSA contract should specify which law would be used to interpret the terms of the agreement.

Furthermore, designating a specific location for courts to hear disputes can sometimes result in a more expeditious resolution of the conflict. Arbitration should be included in the Contract as an alternative if arbitration is preferred over a court proceeding.

Scope of Work

One of the most common points of contention between service providers and clients is the nature of the work to be completed and how and when it should be delivered.

A precise scope of work (also known as a statement of work or SOW), on the other hand, can assist in eliminating confusion and misunderstandings by clearly detailing the service provider’s deliverables, deadlines, and benchmarks, as well as when payments are due.


During the MSA Contract, both the service provider and the client will most likely be exposed to each other’s private materials and information, which is a good thing. It should be stipulated in the MSA Contract that each party is required to keep this information confidential and that neither party is permitted to disclose or exploit sensitive details of the other party.

Independent Contractor Relationship

The MSA Contract is a legal agreement between two or more independent contractors. It is vital that the MSA Contract clearly states that the service provider is an independent contractor rather than an employee, agent, or partner of the client, to reduce any misunderstanding between the parties and third-party confusion regarding the connection.

Intellectual Property Ownership

Typically, the service provider will use its intellectual property (IP) to supply the service. Still, it may also need to use or access the client’s IP to complete the service delivery.

Specified in the MSA Contract will be the owner of each party’s intellectual property and the limited license rights that have been granted to each other in connection with the MSA Contract. Furthermore, as a result of the services, new intellectual property (IP) may be developed, and the parties should agree on who would be the owner of this new IP in advance.


MSAs are a game-changer in the legal landscape of any ongoing corporate engagement. They provide a negotiation template and reference point that removes the need to produce a new contract for each step taken by the parties in the discussion. For MSAs to function, specific governing essential terms and conditions must be agreed upon, but the agreement must also allow for extra alterations and adjustments.

MSAs enable each party involved to move quickly and respond to a changing business environment by proactively creating the legal framework for the future of a relationship before it becomes necessary. Of course, these are only a few critical issues that must be addressed in an MSA contract. Every circumstance is different, and the MSA contract should be tailored to each transaction’s particular subtleties and concerns. As a result, the Contract necessitates thorough analysis and writing by knowledgeable MSA Contract experts.

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