A Master Service Agreement (MSA) is a popular format to provide consistent parameters for ongoing relationships between parties. It is a different twist on how the parties agree to overarching terms and conditions governing their current and future relationships. Under an MSA, parties to the contract agree to the standard terms upon which one party will provide services to the other, and the parties then sign work orders to identify the specifics of every new project or endeavor between the parties. This notion of a brief document identifying the particulars, with a longer document providing the standard terms and boilerplate, is not too different from the long-standing practice of having a short-term sheet that sets out the details of the transaction, which then references standard terms and conditions. Psychologically, an MSA may be a more palatable way for the parties to agree to the standard terms, rather than provide the legal terms in attached terms and conditions in small print or as a link to the service provider’s website. Just like standard terms and conditions, an MSA should address for every project between the parties how they will handle payment terms, specifications for the resulting work, degree of oversight, ownership of intellectual property, confidentiality, representations and warranties, indemnity, limitation of liability, and other boilerplate issues. Whether these terms are provided more openly as part of a MSA, or tucked away in a “Terms and Conditions” addendum, the parties should be sure to focus on how the terms impact their provision, or receipt, of services.
Ned T. Himmelrich
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