Learn how integrating AI contract review into your Master Services Agreements (MSA) can improve your contract negotiation, ensuring clarity, precision, and mutual understanding.
AI and attorney-drafted content for stronger contracts, faster.
A Master Services Agreement (MSA) is a contractual framework between two business entities that sets the terms and conditions for their ongoing business relationship. The primary purpose of an MSA is to streamline and simplify the process of engaging in multiple projects or transactions over time by establishing a consistent legal foundation. This can save time, resources, and reduce potential legal conflicts.
MSAs are commonly used when two companies anticipate working together on multiple projects or engagements. By having a pre-negotiated agreement in place, parties can quickly initiate new projects or services through an addendum called a statement of work (SOW), without renegotiating the basic terms and conditions for each transaction.
Master Services Agreements are widely used across various industries, including technology, consulting, marketing, and more. They are particularly beneficial for companies that provide ongoing services to their clients or those that frequently engage with the same business partners.
There are several compelling reasons why businesses choose to use MSAs:
A well-drafted MSA should include several key provisions to ensure that it effectively governs the ongoing business relationship and meets the needs of both parties. Here are the essential elements to include, as outlined in the provided document:
In addition to these key provisions, a comprehensive MSA should also address the following:
To ensure that your MSA is effective, comprehensive, and legally sound, use this checklist:
To give you a sense for the benefits of leveraging ai for contracts trained by lawyers, we’ve selected some sample language our software presents to customers during a review. Keep in mind that these are static in this overview, but dynamic in our software - meaning our AI identifies the key issues and proactively surfaces alerts based on importance level and position (company, 3rd party, or neutral) and provides suggested revisions that mimic the style of the contract and align with party names and defined terms.
These samples represent a small sampleof the pre-built, pre-trained AI Contract Review solution for Master Services Agreements. If you’d like to see more, we invite you to book a demo.
For: Customer
Alert: May be missing an article regarding statements of work.
Guidance: To ensure a successful and smooth working relationship, it is essential to clearly define the scope of services provided under an MSA through the inclusion of SOWs. SOWs serve to outline the services, timeline, and expected deliverables, offering both parties a comprehensive understanding of their respective obligations and expectations.
For example, in software development, incorporating SOWs into the MSA allows both parties to track progress and hold each other accountable for meeting the agreed-upon terms. This clear framework for defining and managing the scope of work, deliverables, and timelines for each project under the MSA helps to avoid ambiguity and potential disputes.
While there might not be specific statutes or laws governing the inclusion of SOWs in an MSA, general contract law principles, such as the duty to act in good faith, the obligation to perform as agreed, and the need for clear and unambiguous terms in a contract, should be considered.
Sample Language:
STATEMENT(S) OF WORK
1. All Services shall be ordered by submission of a written SOW from CUSTOMER to PROVIDER via [●●]. A SOW shall include the following information:
(a) Description of the Service;
(b) Specifications of the Service;
(c) Service Fee;
(d) Delivery point of the deliverables;
(e) Service due date; and
(f) any other material information for the transaction regarding the Services.
2. The PROVIDER shall promptly notify CUSTOMER of whether each SOW is accepted or rejected after the receipt of such SOW.
3. No SOW shall be binding upon PROVIDER until PROVIDER accepts such SOW.
4. A SOW shall be deemed accepted by PROVIDER only if signed by a PROVIDER’s duly authorized representative.
5. Before acceptance of a SOW, CUSTOMER may withdraw or modify such SOW at any time and for any reason without penalty.
For: Provider
Alert: May be missing an article regarding payment details.
Guidance: To maintain a transparent and smooth business relationship, it is crucial to incorporate clear and comprehensive payment terms within an MSA. This ensures that both parties understand their financial obligations and expectations, preventing disputes and misunderstandings.
For example, when a software development company enters into an MSA with a client for ongoing software maintenance and support services, the payment terms should outline the fees, payment schedule, acceptable payment methods, and any late payment penalties. By having these terms clearly defined, both parties can avoid disputes over payment and focus on the successful delivery of services.
While there might not be specific statutes or laws governing the inclusion of payment details in an MSA, general contract law principles, such as the duty to act in good faith and the requirement for consideration, apply to the formation and enforcement of MSAs. State-specific laws regarding interest rates, late payment penalties, and collection practices may also be relevant when drafting the payment terms. Consulting with legal counsel is advisable to ensure compliance with all applicable laws and regulations.
Sample Language:
PAYMENTS
1. The CUSTOMER shall pay the Service Fee by the due date written on the invoice accordingly.
2. The CUSTOMER shall make payments by wire transfer to the account designated by PROVIDER in the relevant invoice.
3. Unless otherwise stipulated in the SOW, any payments made in connection with the Statements of Work are to be made in US Dollars. Exchange rates for conversion of currency, if applicable, shall be determined in the manner set forth in each SOW.
4. Taxes related to the payment of the Service Fee, including, but not limited to, any withholding taxes under applicable law, shall be borne by CUSTOMER.
For: Customer
Alert: May be missing an article defining customer materials.
Guidance: It is essential to provide a clear definition of ""customer materials"" to eliminate ambiguity and confusion regarding the parties' rights and responsibilities. Customer materials generally encompass data, information, documents, software, or other materials supplied by the customer to facilitate the services outlined in the agreement.
The primary legal principle governing customer materials in an MSA is the protection of intellectual property rights and confidentiality. This principle ensures the safeguarding of the customer's proprietary information, trade secrets, and other confidential materials, preventing misuse or disclosure by the service provider. To achieve this, the service provider must recognize the customer's ownership of intellectual property rights, use the materials solely for providing the services, protect the materials' confidentiality, and return or destroy them upon the MSA's termination or expiration.
While specific statutes or laws may not directly address the definition of ""customer materials"" in an MSA, general contract law principles and intellectual property laws (such as copyright, trademark, and trade secret laws) should be considered when drafting the definition.
Sample Language:
CUSTOMER MATERIALS
1. The CUSTOMER shall provide to PROVIDER, to the extent necessary for the performance of the Services by PROVIDER, any data, programs, photographs, illustrations, plans, other materials, and information (collectively, the “CUSTOMER Materials”).
2. Upon receipt of all CUSTOMER Materials from CUSTOMER, PROVIDER shall treat all CUSTOMER Materials as Confidential Information and comply with the confidentiality provisions in this Agreement and take steps to protect such CUSTOMER Materials using at least the same degree of care as it uses to protect its own materials, but not less than a reasonable degree of care. The PROVIDER shall not use CUSTOMER Materials for any purpose other than the performance of the Services. The PROVIDER shall not copy or reproduce in whole or in part any CUSTOMER Materials without the prior written consent of CUSTOMER.
3. All CUSTOMER Materials are and will remain the exclusive property of CUSTOMER, including, but not limited to, all intellectual property contained therein.
4. After the completion of the Services, PROVIDER shall return or destroy all CUSTOMER Materials.
5. In the case of the preceding paragraph, PROVIDER shall, at the request of CUSTOMER, submit a document certifying that such return or disposal has been completed.
To make the most of your MSAs and ensure their effectiveness, follow these best practices:
Master Services Agreements are essential tools for businesses looking to streamline their contracting processes, reduce risks, and build long-term relationships with their clients or service providers. By understanding the key components of an effective MSA, following best practices for drafting and implementing these agreements, and seeking legal counsel when necessary, you can create a strong foundation for successful and mutually beneficial business engagements.
Remember, a well-crafted MSA is more than just a legal document – it's a roadmap for a successful business relationship. By investing time and effort into developing comprehensive and fair MSAs, you can position your company for long-term success and growth.
Our guides are for informational purposes only. Such information is not legal advice and is not guaranteed to be correct, complete, or an up-to-date representation of LegalOn's legal content. Nor is the information tailored to the unique needs or objectives that accompany each transaction. For legal advice for a specific problem, you should consult an attorney licensed to practice law in the appropriate jurisdiction for each transaction.
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