Understanding Master Services Agreements

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

Introduction

Master Services Agreements (MSAs) are incredibly important for any business arrangement. Not only do they provide clarity around rights and obligations between parties, but they also protect both parties from any potential legal disputes. It is essential that an MSA is properly executed and all parties understand the implications of the agreement.

The primary purpose of an MSA is to ensure that both sides understand their respective rights and obligations; this provides a legal reference point if a dispute were to arise later on in the relationship. MSAs can also be used to protect intellectual property such as copyrighted works, trademarks or patents; this is particularly important if one party is providing something which is unique or proprietary. Additionally, MSAs can also set out terms for indemnification and liability agreements between parties, so as to appropriately protect everyone involved in case of any legal action or damages resulting from services provided.

It’s crucial then that an MSA is carefully considered by both parties beforehand - failure to do so could lead not only to costly litigation but a breakdown in the business relationship too. The terms of an MSA often vary depending on circumstances, making advice from someone experienced in drafting them invaluable - such as The Genie AI team whose mission it is to provide free master services agreement templates which are accessible without needing a Genie AI account – just our way of helping you out!

To make sure you have all bases covered when putting together your own Master Services Agreement, read on below for our step-by-step guidance and access our template library today – taking the first step towards protecting yourself legally never felt easier!

Definitions

Master Services Agreement (MSA): A legally-binding document that outlines the terms of a service agreement between two parties, typically a company and its customer.
Parties: People or entities involved in an agreement.
Services: A task or activity provided by one party to another.
Payment Terms: The details of how and when payments are to be made.
Term & Termination: The length of the agreement and how either party may end it.
Representations & Warranties: Each party’s statements about their conduct and promises about their rights and obligations.
Confidentiality: The obligation to keep certain information private.
Indemnification: When one party is responsible for any losses or damages caused by the other party.
Limitation of Liability: The maximum amount of damages either party can be held liable for.
Insurance Requirements: The types of insurance either party must have in order to be in compliance with the agreement.
Dispute Resolution: The process of resolving a disagreement between the parties.
Force Majeure: Unforeseeable events or circumstances that prevent either party from performing their obligation.
Governing Law: The laws that will be used to interpret the agreement.
Scope of Services: The range of services to be provided.
Deliverables: The end results to be produced.
Negotiation: The process of attempting to resolve a dispute through direct communication between the parties.
Mediation: Resolving a dispute with the assistance of a neutral third-party mediator.
Arbitration: Resolving a dispute through binding decision by an arbitrator.
Litigation: Resolving a dispute through a trial in a court of law.
Intellectual Property: Ownership and licensing of any intellectual property created in connection with the agreement.
Data Protection: The parties’ obligations with respect to the collection, use, and protection of any personal data.
Compliance: The parties’ obligations with respect to any applicable laws or regulations.
Insurance: The parties’ respective insurance obligations.
Tax Implications: The parties’ respective tax obligations.

Contents

1. What is a Master Services Agreement?
2. Definition of a Master Services Agreement
3. Types of Master Services Agreement
4. Elements of a Master Services Agreement
5. Parties
6. Services
7. Payment Terms
8. Term & Termination
9. Representations & Warranties
10. Confidentiality
11. Indemnification
12. Limitation of Liability
13. Insurance Requirements
14. Dispute Resolution
15. Force Majeure
16. Governing Law
17. Key Terms and Conditions
18. Scope of Services
19. Deliverables
20. Payment Terms
21. Termination
22. Confidentiality
23. Indemnification
24. Liability
25. Dispute Resolution
26. Force Majeure
27. Governing Law
28. Negotiating a Master Services Agreement
29. Research
30. Leverage
31. Negotiation Strategy
32. Assessing & Addressing Risk
33. Evaluating Alternatives
34. Documenting Negotiations
35. Drafting a Master Services Agreement
36. Understanding & Analyzing the Negotiation
37. Drafting & Reviewing the Agreement
38. Obtaining Signatures
39. Complying with a Master Services Agreement
40. Understanding the Obligations
41. Meeting Deadlines
42. Fulfilling Requirements
43. Handling Change
44. Terminating a Master Services Agreement
45. Causes for Termination
46. Notifying the Other Party
47. Documenting the Termination
48. Managing Expectations
49. Resolving Disputes
50. Dispute Resolution
51. Negotiation
52. Mediation
53. Arbitration
54. Litigation
55. Miscellaneous Considerations
56. Intellectual Property
57. Data Protection
58. Compliance
59. Insurance
60. Tax Implications
61. Finalizing the Master Services Agreement
62. Reviewing & Signing

Get started

What is a Master Services Agreement?

• Read up on the basics of a Master Services Agreement and what it entails
• Understand the purpose of a Master Services Agreement and how it is beneficial
• Research the different kinds of Master Services Agreements to get a better understanding of their differences
• Once you have a thorough understanding of what a Master Services Agreement is, you can check this step off your list and move on to the next step.

Definition of a Master Services Agreement

• Understand what a Master Services Agreement (MSA) is and why it is important
• Read up on relevant information regarding MSAs, such as what they are, what they cover, why they are important, and the different types of MSAs
• Learn about the legal aspects of MSAs and what it means for the parties involved
• Understand the purpose of an MSA and how it can help protect both parties
• Familiarize yourself with some common terms used in MSAs
• Research any potential risks and protections associated with MSAs

You’ll know when you can check this off your list and move on to the next step when you have a good understanding of what a Master Services Agreement is, why it is important, the different types of MSAs, and the legal aspects and potential risks and protections associated with them.

Types of Master Services Agreement

• Understand the difference between a Master Service Agreement (MSA) and a Service Level Agreement (SLA).
• Identify the various types of MSAs, such as those that are used for IT services, software development, and telecommunications services.
• Learn about the different types of clauses that may be included in an MSA, such as indemnification, termination, and dispute resolution.
• Research how MSAs are used in different industries and jurisdictions.

You will know you have completed this step when you have a basic understanding of the different types of MSAs and their associated clauses.

Elements of a Master Services Agreement

• Understand the scope of the services that are being provided - what services are included and what services are excluded
• Identify the payment terms and conditions of the agreement, including the rate of payment and the payment schedule
• Determine the governing law and jurisdiction of the agreement
• Understand the term of the agreement and any termination provisions
• Review any non-disclosure and confidentiality provisions
• Determine any additional provisions, such as indemnification or liability, that are included in the agreement

When you can check this step off your list:

• You have gone through each element of the Master Services Agreement and understand its purpose and implications.

Parties

• Identify which parties are involved in the agreement
• Understand the scope of the agreement, and how it applies to the parties involved
• Outline the rights and responsibilities of each party
• Identify the contact information of each party
• Determine any potential conflicts of interest
• Note any applicable governing laws
• When you can check this off your list: When both parties have agreed that their rights and responsibilities have been properly outlined in the agreement.

Services

• Read through the Master Services Agreement (MSA) to understand the services that are being provided to each party
• Make sure the services listed in the MSA are clearly defined and in line with the expectations of both parties
• Check if the MSA contains any exclusions or limitations on the services listed
• Make sure that any services that need to be provided by a third-party are clearly stated in the MSA
• If necessary, make sure that any additional services or changes to existing services are documented in writing and included in the MSA
• Once you are satisfied that the services are clearly defined and in line with the expectations of both parties, you can move on to the next step of understanding the payment terms.

Payment Terms

• Familiarize yourself with the payment terms outlined in the Master Services Agreement
• Ensure that you understand the payment terms and conditions and that they are acceptable to you
• Ensure that the payment terms and conditions are in line with the services being provided
• Confirm that the payment terms are clear and that there are no ambiguities
• Be aware of any penalties for late payment, and any other restrictions/conditions
• Verify that the payment terms are in accordance with applicable laws
• Once you have verified and accepted the payment terms, make sure that they are documented in the Master Services Agreement

Once you have reviewed and accepted the payment terms outlined in the Master Services Agreement, you can check this step off your list and move on to the next step: Understanding Term & Termination.

Term & Termination

• Understand the duration of the agreement and how it can be terminated
• Understand the conditions under which either party can terminate the agreement
• Understand the consequences of termination
• Check off the Term & Termination step when you have a clear understanding of these conditions and consequences.

Representations & Warranties

• Establish the party’s or parties’ respective representations and warranties.
• Specify what each party is responsible for, such as data security, operating guidelines, and performance standards.
• Identify any warranties or representations that are excluded.
• Include a provision that the representations and warranties are accurate as of the effective date of the agreement.
• Include a provision that any changes to the agreement but not to the representations and warranties must be made in writing and executed by both parties.

You will know you have completed this step when you have added all of the necessary components to the agreement, such as the parties’ respective representations and warranties, exclusions, and a provision for changes.

Confidentiality

• Understand what information and data should be kept confidential and why
• Identify what needs to be kept confidential (customer data, confidential information, trade secrets, etc.)
• Understand the obligations and consequences of disclosing confidential information
• Determine who is responsible for protecting confidential information
• Outline the penalties for violations of the confidentiality agreement
• Create a plan for enforcement of the confidentiality agreement
• Understand the duration of the non-disclosure agreement
• Include a clause allowing for the disclosure of confidential information in certain circumstances
• Make sure that any subcontractors have signed a confidentiality agreement
• Check that the agreement covers all areas required by law

Once you have done these steps, you can be assured that you have a comprehensive understanding of the confidentiality provisions of the Master Services Agreement and can move on to the next step.

Indemnification

• Understand the meaning of indemnification – it is a form of protection that holds one party harmless from the damages of another.
• Learn the different types of indemnification clauses that are included in a Master Services Agreement – such as a hold harmless clause, a defend and indemnify clause, and a reimbursement clause.
• Determine which type of indemnification clause is best for the specific situation.
• Negotiate the indemnification clause with the other party and agree on the type of protection and the limits of that protection.
• When the indemnification clause is agreed upon, make sure to include it in the Master Services Agreement.
• Once the indemnification clause is included in the Master Services Agreement, you can check this off your list and move on to the next step - Limitation of Liability.

Limitation of Liability

• Read through the Limitation of Liability (LoL) provisions of the Master Services Agreement (MSA) to understand the parties’ rights and responsibilities in the event of a dispute
• Understand the parties’ rights and responsibilities for damages, including any losses, costs, or expenses that may arise from the performance or failure to perform under the MSA
• Make sure the LoL provisions are in line with any applicable laws or regulations
• Check that the LoL provisions are fair and balanced for both parties
• When you can confirm that the LoL provisions of the MSA are in line with applicable laws and regulations, and are fair and balanced for both parties, you can check this step off your list and move on to the next step.

Insurance Requirements

• Review the insurance requirements for the Master Services Agreement
• Identify any additional insurance requirements for your specific services
• Ensure that all required insurance policies are in place before signing the Master Services Agreement
• Verify that insurance policies are up-to-date and valid
• Once all insurance requirements are fulfilled, you can move on to the next step of the guide which is Dispute Resolution.

Dispute Resolution

• Understand the dispute resolution process outlined in the Master Services Agreement.
• Review the agreement to ensure it outlines the process for resolving disputes, including the jurisdiction and applicable law.
• Ensure that each party is responsible for their own costs related to dispute resolution.
• Identify any dispute resolution processes or procedures that must be followed in the agreement, such as mediation or arbitration.

When you can check this off your list:

• When you have reviewed the agreement for any dispute resolution processes or procedures, and have identified the jurisdiction and applicable law that would apply in case of a dispute.

Force Majeure

• Understand what is meant by force majeure, which is an unforeseeable event that prevents contractual obligations from being fulfilled
• Identify events and circumstances that fall under the force majeure clause of the master services agreement
• Define the obligations of each party in the event of a force majeure event
• Determine the duration of the force majeure event
• Specify the notice requirements of each party in the event of a force majeure event
• Establish the process for resuming operations after a force majeure event

You will know you can check this off your list and move on to the next step when you have clearly outlined the requirements for force majeure in the master services agreement.

Governing Law

• Understand what governing law means in the context of a master services agreement
• Research and review relevant legal statutes and regulations that apply in the jurisdiction where the agreement will be enforced
• Understand how legal jurisdiction affects the agreement
• Identify any special circumstances that may affect the agreement
• Ensure that all parties to the agreement understand and agree to the governing law
• Consult with legal counsel if needed to ensure that all parties understand the agreement
• When you are done, you can move on to the next step - Key Terms and Conditions.

Key Terms and Conditions

• Carefully read the agreement, paying attention to all key terms and conditions
• Make sure to look out for any terms that should be reconsidered or negotiated
• Take note of any special clauses that the customer may need to fulfill
• Be aware of any additional services that the customer may need to pay for
• Make sure you understand the payment terms, length of the agreement and termination clauses
• Once you’ve done your due diligence and understand all of the key terms, you can move on to the next step of the guide.

Scope of Services

• Understand what services are being provided by the Master Services Agreement
• Identify the scope of each service, including any limitations or exclusions
• Be aware of any additional services that may be offered
• Make sure the scope of services is reasonable and reasonable for both parties
• Make sure the scope of services is specific and clearly defined
• When you have a good understanding of the scope of services and have identified any additional services, you can move on to the next step.

Deliverables

• Identify what services will be provided under the agreement
• Outline the timeframe in which services will be completed
• Outline the responsibilities of each party
• Describe the deliverables and the standards of quality that need to be met
• Set expectations for when deliverables will be accepted
• Outline the payment terms for each deliverable
• Include provisions for handling requests for changes to the deliverables
• You will know you can check this step off your list and move on to the next step when you have adequately outlined the deliverables and the associated payment terms.

Payment Terms

• Understand any payment schedule outlined in the agreement
• Determine what fees and payments you will be expected to pay
• Ensure the payment terms are clear and reasonable
• Identify any limitations on payment amounts or methods
• Look for any details on late fees, payment penalties, and payment disputes
• Check for any specifics on payment currency
• Once you have understood the payment terms, you can check this step off your list and move on to the next step.

Termination

• Understand the circumstances under which the contract can be terminated, including any notice provisions
• Review the sections that outline the rights and responsibilities of each party in the event of a termination
• Consider any fees or other obligations that will remain in effect following a termination
• Once you have read and understood the terms of the termination section, you can move on to the next step.

Confidentiality

• Read through the Master Services Agreement and identify any sections that discuss confidentiality.
• Make sure to understand any obligations that may be placed on each party with regard to confidentiality.
• Check for any restrictions on sharing confidential information, such as who can have access to it, for what purpose, and for how long.
• Confirm the enforceability of the confidentiality provisions.
• Once you have reviewed and understood the confidentiality provisions, you can check this off your list and move on to the next step: Indemnification.

Indemnification

• Understand who is responsible for indemnification: which party will provide legal protection and financial compensation to the other party if a claim is made against them.
• Identify the types of claims where indemnification is required: usually, these are claims related to intellectual property or negligence.
• Establish what is considered an indemnifiable claim: make sure to detail the specific types of claims that can be indemnified, as well as any exclusions or limitations.
• Review the indemnification provisions: define the scope of the indemnification, who is responsible for payment, and the amount of damages.

Once you have gone through these steps, you should have a clear understanding of the indemnification provisions in your Master Services Agreement and can move on to the next step.

Liability

• Learn the basics of liability terms in a Master Services Agreement
• Understand the ways in which the service provider and customer can be liable for the obligations they agree to in the contract
• Become familiar with the different types of warranties that may be included in a contract
• Be able to identify what issues may be covered by a liability clause
• Be able to identify any legal implications of the liability clause
• Be aware of any potential legal issues that may arise from the liability clause

You can check this step off your list when you have a clear understanding of the liability terms in a Master Services Agreement and how they affect both parties.

Dispute Resolution

• Review the dispute resolution section of the agreement to understand how the parties will resolve disputes that may arise
• Ensure that the dispute resolution process is clear and that both parties agree to it
• Consider if an arbitration clause should be included
• Consider if there should be a specified jurisdiction for resolving disputes
• Check if the agreement outlines the procedures for resolving disputes, such as mediation or negotiation
• Check if the agreement outlines the remedies available if a dispute is not resolved
• When you have reviewed and understood the dispute resolution section of the agreement, you can move on to the next step, which is understanding the Force Majeure clause.

Force Majeure

• Understand what a Force Majeure clause is and why it is included in the agreement
• Learn what circumstances qualify as a Force Majeure event
• Determine what would constitute a breach of the Force Majeure clause
• Understand the obligations of each party if a Force Majeure event occurs
• See what remedies are available to each party if Force Majeure occurs

How you’ll know when you can check this off your list and move on to the next step:

• Once you have a thorough understanding of the Force Majeure clause, the rights and obligations of each party, and the remedies available, you should be ready to move on to the next step.

Governing Law

• Research and understand the state laws that govern the agreement, as well as the laws of the state in which the services are to be provided.
• Draft language that specifies which state law will govern the agreement, and which court will have jurisdiction in the case of a dispute.
• Confirm that both parties agree to the governing law and jurisdiction provisions.
• Once all parties agree to the governing law and jurisdiction provisions, you can check this off your list and move on to the next step.

Negotiating a Master Services Agreement

• Familiarize yourself with the other party’s needs and expectations, as well as your own
• Set up a meeting with the other party to discuss and negotiate the terms of the agreement
• Draft the initial agreement, incorporating the terms that were agreed upon in the meeting
• Exchange drafts with the other party and review them together, making adjustments as needed
• Finalize the agreement, making sure that all parties are in agreement with the terms
• When all parties agree and sign the agreement, you can check this off your list and move on to the next step.

Research

• Read relevant legal and industry resources on Master Services Agreements.
• Gather information on the parties involved in the agreement, the services being provided, the payment terms, and other relevant items.
• Research applicable laws and regulations that may affect the agreement.
• Ask questions to stakeholders or experts to understand any details that you’re unsure of.

When you have gathered enough information to understand the agreement and its implications, you can move on to the next step.

Leverage

• Review existing Master Services Agreements (MSAs) to gain insight into industry standards and expectations.
• Talk to industry experts to get a better understanding of the current market conditions and the best practices for MSAs.
• Analyze the pros and cons of different MSA terms and conditions to identify areas that could be used as leverage in negotiations.
• Document key insights and analysis to help inform the negotiation strategy.
• Once the analysis is complete, you will have a better understanding of the market conditions, best practices, and areas of leverage that you can use in negotiations.

Negotiation Strategy

• Develop a negotiation strategy to ensure all stakeholders’ interests are represented
• Determine the overall goal of the negotiation
• Identify the desired outcomes of each party
• Establish the parameters of the negotiation
• Establish tactics and strategies to leverage your position
• Know when to walk away
• When an agreement is reached, document the terms
• Review the document to ensure all parties’ interests are met

You can check off this step and move on to the next step when the negotiation strategy is documented and all parties’ interests are met.

Assessing & Addressing Risk

• Identify and assess risk from a legal and financial standpoint
• Consider all potential risks related to the agreement and plan for contingencies
• Review the MSA for any risks that are inherent to the agreement
• Consider how to mitigate risks to both parties
• Discuss how to address the identified risks with the other party
• Make adjustments to the MSA as needed to adequately address the risks
• Once all risks have been assessed and addressed, move on to the next step of evaluating any alternatives.

Evaluating Alternatives

• Research potential providers and identify the best option for your company
• Assess the cost of each option and decide on the best value
• Make sure the provider meets the criteria set out in the risk assessment step
• Check the service agreement for any risks that may be hidden in the details
• Compare the agreements and decide which one offers the most suitable terms
• When you have chosen the best option, you can move on to the next step of documenting negotiations.

Documenting Negotiations

• Establish an organized system to record negotiations and decisions
• Have an agreed-upon method for recording changes to the agreement
• Create a timeline for negotiations that includes deadlines and goals
• Create a written record of changes to the agreement
• Reach an agreement and record it in writing
• Know when negotiations have reached completion and the agreement is ready for signing
• Sign off on the agreement and keep a copy for your records

When you can check this off your list:

• When you have reached an agreement and both parties have signed off on the terms of the Master Services Agreement.

Drafting a Master Services Agreement

• Understand the scope of services to include in the agreement and create a framework for the Master Services Agreement
• Determine the term of the agreement, payment terms, warranties, and remedies in the agreement
• Develop a dispute resolution process to be included in the agreement
• Incorporate applicable governing laws, intellectual property, and confidentiality clauses
• Include any other clauses that are applicable to the services being provided
• Review and revise the agreement to ensure all parties are in agreement
• Have both parties sign and date the agreement

You will know you have completed this step when you have a finalized version of the Master Services Agreement that both parties have agreed to and signed.

Understanding & Analyzing the Negotiation

• Read the drafted Master Services Agreement (MSA) and make sure you understand the details of its content
• Make sure that all parties involved in the negotiation are aware of the agreement
• Identify the potential risks associated with the agreement, such as liability issues, intellectual property concerns, etc.
• Analyze the agreement to ensure that all parties involved in the negotiation will be able to fulfill their obligations
• Compare the agreement to similar agreements in your industry to make sure that the terms and conditions are competitive
• Discuss any issues that you may have with the agreement with the other party and come to a mutual agreement
• When you and the other party have reached a mutual agreement and all potential risks have been addressed, you can move on to the next step of the process.

Drafting & Reviewing the Agreement

• Create a draft of the master services agreement that outlines the agreed-upon terms and conditions between parties
• Ensure that all parties involved in the negotiation are in agreement with the terms of the agreement
• Have a qualified attorney review the agreement for any potential legal issues
• Ensure that the agreement is written in clear and concise language
• Make sure that the agreement is comprehensive and covers all the areas of the negotiation
• Circulate the final draft of the agreement to all parties involved
• When all parties have signed off on the agreement and it has been reviewed by a qualified attorney, you can check this step off your list and move on to obtaining signatures.

Obtaining Signatures

• Obtain signatures from the parties involved in the Master Services Agreement; make sure to get the signatures of all the representatives who are authorized to enter into the contract
• Involve your legal team to ensure that all the parties are signing the agreement with their full legal capacity
• Make sure that all the signatures are obtained in a legal format
• Scan and keep a digital copy of the signed agreement as well as a physical copy
• Once all the signatures are obtained, the Master Services Agreement will be officially in effect
• You can check this off your list and move on to the next step when you have obtained all the necessary signatures

Complying with a Master Services Agreement

• Make sure you are aware of all the specific obligations, such as payment terms and warranties, that are included in the MSA
• Ensure that you are familiar with all the applicable laws and regulations that may affect the MSA
• Take the necessary steps to ensure that you are in compliance with the MSA, including any applicable laws and regulations
• Ensure that all of the other parties involved are also in compliance with the MSA
• Monitor and track any changes or updates that may be made to the MSA
• You will know you can check this off your list and move on to the next step when you have taken all the necessary steps to ensure that all parties are in compliance with the MSA and all applicable laws and regulations.

Understanding the Obligations

• Read through the entire Master Services Agreement carefully, highlighting any areas that may be confusing or require additional research.
• Make sure to understand the legal and financial obligations that the agreement contains.
• Consult with legal professionals if there are any areas of the agreement that remain unclear.
• Once you have a comprehensive understanding of the agreement, you can move on to the next step.

Meeting Deadlines

• Establish deadlines for both parties and add them to the Master Services Agreement
• Include a clause for delays or modifications of deadlines
• Set clear expectations for meeting deadlines
• Create a timeline for project completion
• Discuss any potential issues that may arise in meeting deadlines
• Include penalties for late delivery or missed deadlines
• Be prepared to adjust timelines as needed

How you’ll know when you can check this off your list and move on to the next step:

• When the Master Services Agreement has been finalized and both parties have reached an agreement on meeting deadlines.

Fulfilling Requirements

• Identify the contractual requirements that must be fulfilled
• Create a plan of action to ensure each requirement is addressed
• Verify that all requirements are being fulfilled as outlined in the contract
• Monitor progress to ensure that all deadlines are met
• Confirm with the other party that all requirements have been fulfilled
• Make necessary amendments if any discrepancies are found
• Once all requirements have been met and verified, the Master Services Agreement can be considered complete and fulfilled.

Handling Change

• Understand change management process and how to document changes to the agreement
• Establish a process for recognizing and handling changes to the agreement
• Agree on how to manage change requests and how to document them
• Develop a process to communicate and negotiate changes with the other party
• Develop a process to monitor changes to ensure they are implemented properly
• Develop a process to track any changes to the agreement
• Determine how to document and archive changes to the agreement

You’ll know when you can check this off your list and move on to the next step when the change management process is established and agreed upon, and when the process for communicating, negotiating, monitoring and tracking changes is in place.

Terminating a Master Services Agreement

• Understand what constitutes a breach of the agreement. A breach can be any term or condition that is not fulfilled in a timely manner, or any other action that goes against the agreement.
• Research the agreement for any requirements related to terminating the contract. This may include giving the other party written notice and/or providing them with a timeline for termination.
• Follow the steps outlined in the agreement for terminating the contract. This may include giving the other party written notice and/or providing them with a timeline for termination.
• Ensure the parties involved are all aware of the termination and that all obligations have been fulfilled or properly resolved.
• Once the parties have mutually agreed to the termination, make sure any legal documents are signed and approved.

How you’ll know when you can check this off your list and move on to the next step:
Once all of the steps outlined above have been completed, you will have successfully terminated a Master Services Agreement and can move on to the next step in the guide.

Causes for Termination

• Know the different causes for termination of the Master Services Agreement
• Review the Agreement and identify the parties’ rights and obligations in the event of termination
• Familiarize yourself with the termination provisions of the Agreement, including any notice requirements or other conditions
• Understand the consequences of a breach of the Agreement
• Be sure to follow the Agreement’s procedure for termination to avoid any potential liability
• Once you understand the causes for termination and the consequences of a breach of the Agreement, you can move on to the next step.

Notifying the Other Party

• Draft a formal letter of notice to the other party, detailing the reasons for termination and the date of termination
• Once the letter has been sent and the other party has acknowledged receipt, this step is complete and you can move on to the next step

Documenting the Termination

• Draft a termination clause that outlines the process for each party to end the agreement
• Include provisions for what happens to the other party’s rights and obligations at the end of the agreement
• Include details about any remedies and obligations each party has when the agreement is terminated
• Ensure that the termination clause complies with all applicable laws and regulations
• Have the termination clause reviewed and approved by both parties
• When both parties have mutually agreed to the termination clause, the document can be signed and the process of closing the agreement can begin
• You will know when you can check this off your list and move on to the next step when the termination clause is agreed upon and signed by both parties.

Managing Expectations

• Set clear expectations on both sides of the arrangement: Both parties should be clear on the scope of the project, the deliverables, the timeline, the cost structure, and any other pertinent details.
• Outline the responsibilities of each party: Be sure to include roles and responsibilities for both parties, as well as any processes that must be followed in order to keep the agreement in good standing.
• Discuss any potential risks: Consider any potential risks that may arise and how they should be addressed.
• How you’ll know when you have completed this step: After the expectations have been outlined and discussed, all parties should be in agreement and sign off on the final Master Services Agreement.

Resolving Disputes

• Research applicable laws and regulations
• Understand the various dispute resolution processes, such as arbitration or mediation
• Draft a dispute resolution clause that outlines the process, who is involved, and any deadlines
• Include an agreement in the MSA that both parties must follow the dispute resolution process and must abide by the results
• Once both parties agree to the dispute resolution clause, check this step off your list and move on to the next step of the guide: Dispute Resolution

Dispute Resolution

• Understand the dispute resolution process outlined in the Master Services Agreement.
• Familiarize yourself with the different types of dispute resolution outlined in the document.
• Know the timelines, requirements, and limits associated with each type of dispute resolution.
• Prepare any documentation needed to move forward with dispute resolution.
• Reach out to the other party to initiate dispute resolution.
• Follow the dispute resolution process as outlined in the agreement.

Once the dispute resolution process has been completed, you can move on to the next step in understanding the Master Services Agreement.

Negotiation

• Understand what is expected in a Master Services Agreement and how it may affect your business
• Understand the purpose of negotiation in a Master Services Agreement
• Learn about the negotiation process, its different strategies, and how to use them effectively
• Be aware of the main points that need to be addressed in the agreement
• Learn what to do if there is a disagreement during the negotiation process
• Understand common pitfalls that may arise during the negotiation process
• Know when the negotiation process is complete and the agreement is ready to be signed
• Be aware of the potential legal ramifications of signing a Master Services Agreement

How you’ll know when you can check this off your list and move on to the next step:
Once you and the other party have reached an agreement on all the points of the Master Services Agreement, you can check this step off your list and move on to the next step—mediation.

Mediation

• Understand the purpose of mediation and its potential benefits over litigation.
• Choose a mediator who is knowledgeable and experienced in the subject matter of the agreement.
• Prepare for the mediation session by outlining the issues to be discussed and the desired outcome.
• Discuss the issues during the mediation session and listen to the mediator’s suggestions for a resolution.
• Negotiate a resolution that is mutually agreeable to both parties.
• Draft a written agreement that includes the terms of the resolution.
• Sign the agreement to finalize the mediation process.

You will know when you can check this off your list and move on to the next step when you have successfully negotiated a resolution and signed the written agreement.

Arbitration

• Understand the different types of arbitration: voluntary, mandatory, and ad hoc arbitration.
• Consider the different arbitration rules, such as the American Arbitration Association rules, International Chamber of Commerce rules, and U.N. Commission on International Trade Law rules.
• Research the laws governing arbitration in your jurisdiction, as well as any other applicable laws.
• Negotiate the arbitration clause in the Master Services Agreement and decide on the type of arbitration and the rules that will be used.
• Draft the arbitration clause in the Master Services Agreement.

When you can check this off your list and move on to the next step: When the arbitration clause has been drafted and added to the Master Services Agreement.

Litigation

• Understand the differences between litigation and arbitration
• Research the laws and regulations governing the jurisdiction of the agreement
• Determine which court or courts have jurisdiction over the dispute
• Determine how to initiate the litigation process
• Determine how to respond to the other party’s initiation of the litigation process
• Understand the timeline of litigation
• Understand the cost of litigation
• Understand the possible outcomes and remedies from litigation

You’ll know you can check this off your list and move on to the next step when you are familiar with the process of litigation and understand how to initiate and respond to it.

Miscellaneous Considerations

• Understand the scope of the agreement and the liabilities associated with it - is there any limitation of liability placed on either party?
• Ensure that the agreement covers any indemnification clauses that may be necessary.
• Check for any specific laws or regulations that may apply to the agreement.
• Determine if any provisions will be held in confidence, and if so, how they will be handled.
• Verify that any applicable taxes are accounted for in the agreement.
• Make sure that the rights and obligations of each party are clearly outlined in the agreement.

You can check this off your list and move on to the next step once you have verified that all of the necessary considerations have been taken into account in the Master Services Agreement.

Intellectual Property

• Understand the definitions of the intellectual property related terms outlined in the agreement.
• Ensure that the agreement is clear on who owns the rights to the intellectual property being created and exchanged.
• Make sure the agreement is clear on any restrictions on the use of the intellectual property.
• Take note of any indemnification related to intellectual property.

When you are done completing this step, you will have a good understanding of the intellectual property related terms in the agreement and be able to move onto the next step.

Data Protection

• Understand the data protection laws and regulations in the jurisdiction of your agreement
• Familiarize yourself with the GDPR (General Data Protection Regulation) and other relevant laws
• Ensure that your Master Services Agreement has the appropriate language to reflect the applicable laws
• Make sure the agreement outlines the steps that should be taken in the event of a data breach
• Make sure the agreement contains language that allows you to share data with third parties (if applicable)
• Ensure that the agreement allows for appropriate data storage security measures
• Confirm that the agreement allows for the appropriate destruction of data when it is no longer necessary

Once you have taken the steps outlined above, you can check this off your list and move on to the next step, which is ### Compliance.

Compliance

• Make sure that all of the services provided by your Master Services Agreement comply with all applicable laws, regulations, and industry standards.
• Look for clauses that discuss the parties’ responsibilities for compliance, as well as any provisions for notices and audits.
• Ask for clarifications or modifications to the agreement if you have any concerns.
• Once you’ve established that the agreement complies with all legal, regulatory, and industry standards, you can check this step off your list and move on to the next step.

Insurance

• Understand the various types of insurance coverage that may be included in a Master Services Agreement
• Identify the company’s insurance requirements for service providers and any exceptions
• Research and compare available insurance policies to ensure the best coverage for the company
• Ensure that any insurance requirements for service providers are included in the agreement
• Confirm that all applicable insurance policies are in place and up to date
• When the agreement has been reviewed and all applicable insurance policies are in place, the insurance step can be checked off the list and the next step can be addressed.

Tax Implications

• Research what taxes may be applicable to services provided in the Master Services Agreement
• Understand the tax rates and any limitations that may apply to services provided in the Master Services Agreement
• Ensure that the Master Services Agreement is compliant with applicable tax laws
• Consult with a qualified tax professional if needed to ensure that the Master Services Agreement is compliant with tax laws
• Update the Master Services Agreement as needed to ensure tax compliance

You can check this off your list and move onto the next step once you have completed the research and updated the Master Services Agreement to ensure tax compliance.

Finalizing the Master Services Agreement

• Review and finalize the agreement for accuracy, making sure all terms and conditions are agreed upon
• Ensure all contact information is accurate and up-to-date
• Ensure that both parties have signed the agreement
• Make sure all the necessary parties, including a legal representative, have signed the agreement
• After finalizing, both parties should have a copy of the agreement
• You will know when you can move on to the next step when all parties have signed the agreement and both parties have a copy.

Reviewing & Signing

• Carefully read and review all terms, conditions, and provisions of the Master Services Agreement
• Ensure that both parties have agreed to all terms, conditions, and provisions of the Master Services Agreement
• Sign the Master Services Agreement and obtain the signature of the other party
• Have the Master Services Agreement notarized, if necessary
• Make copies of the Master Services Agreement for each party
• You can check off this step and move on to the next step when both parties have signed and notarized, if necessary, the Master Services Agreement.

FAQ

Q: How does a Master Services Agreement vary from other contract agreements?

Asked by Laura on December 17th, 2022.
A: A Master Services Agreement (MSA) is a comprehensive contract which sets out the terms and conditions of professional services provided by one party to another. This type of agreement is typically used when the services are ongoing, such as software development, IT support, or marketing services. An MSA is often more comprehensive than other types of contracts because it outlines specific details about the services, payment terms, and liability. It can also include provisions for intellectual property rights and dispute resolution.

Example dispute

Suing a Company for Breach of Master Services Agreement

• A plaintiff might raise a lawsuit referencing a master services agreement if they believe the company has breached that agreement.
• The plaintiff must show that there was an agreement in place, and that the defendant failed to uphold their part of that agreement.
• The specific terms of the agreement will be taken into account, such as any payment obligations, deadlines, and other obligations that were agreed upon and not fulfilled.
• The plaintiff may be able to seek monetary damages, including any losses they incurred as a result of the breach, depending on the terms of the agreement.
• The plaintiff may also be able to seek injunctive relief, such as an order requiring the defendant to fulfill their obligations under the agreement.
• If the plaintiff can prove that the defendant breached the agreement, they may be able to win the lawsuit, and may be awarded damages or an injunction.

Templates available (free to use)

B2B Framework Master Services Agreement
Master Services Agreement Public Sector
Master Services Agreement Saas

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