Master Service Agreement Contract Template for United States

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Key Requirements PROMPT example:

Master Service Agreement Contract

"I need a Master Service Agreement Contract for my software development company to provide ongoing IT consulting services to multiple enterprise clients in the healthcare sector, with specific emphasis on HIPAA compliance and data security measures."

Document background
The Master Service Agreement Contract serves as the cornerstone document for businesses engaging in ongoing service relationships within the United States legal framework. This agreement is particularly valuable when parties anticipate multiple service transactions over time, as it establishes standardized terms that will govern all future service arrangements. It addresses crucial aspects such as service scope, performance standards, payment terms, intellectual property rights, confidentiality obligations, and risk allocation, while maintaining flexibility for specific service requirements through supplementary statements of work. The MSA reduces transaction costs and negotiation time while ensuring consistent terms across multiple engagements.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

5. Term and Termination: Duration of agreement and termination conditions

6. Payment Terms: Pricing, invoicing, and payment conditions

7. Confidentiality: Protection of confidential information

8. Intellectual Property: IP ownership and licensing terms

9. Liability and Indemnification: Risk allocation between parties

10. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Data Protection: Required if personal data is processed as part of the services

2. Service Levels: Performance metrics and standards for service delivery

3. Security Requirements: Security protocols and obligations for data and systems protection

4. Insurance: Insurance requirements and coverage obligations

Suggested Schedules

1. Schedule of Services: Detailed description of specific services to be provided

2. Pricing Schedule: Detailed pricing structure and rates for services

3. Service Level Agreement: Detailed performance metrics, measurements, and remedies

4. Data Processing Agreement: Detailed data handling requirements and procedures

5. Change Control Procedure: Process and procedures for managing changes to services

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Federal Contract Law: Core federal contract law principles and the Uniform Commercial Code (UCC), particularly relevant when services involve goods

Federal Data Privacy Laws: Including HIPAA (healthcare), GLBA (financial services), and COPPA (children's data protection) - applicable based on service type

State Contract Laws: State-specific requirements for contract formation, statute of frauds, and enforcement mechanisms

State Data Privacy Laws: State-specific privacy regulations such as CCPA (California Consumer Privacy Act) and other state equivalents

Regulatory Compliance: Industry-specific regulations, professional licensing requirements, and consumer protection laws

Intellectual Property Laws: Copyright Act, Patent Act, Trade Secrets Protection, and Trademark Law provisions for protecting IP rights

Electronic Signature Laws: ESIGN Act and UETA (Uniform Electronic Transactions Act) governing electronic contract execution

Employment and Labor Laws: Fair Labor Standards Act, state employment regulations, and independent contractor classifications

Data Security Regulations: Cybersecurity requirements, data breach notification obligations, and industry-specific security standards

Export Control Laws: Export Administration Regulations and International Traffic in Arms Regulations for international service provisions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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