Master Service Agreement (MSA): All You Need To Know

An MSA (master service agreement) is a contract between two parties to settle details and expectations. It states what each party must do to honor the contract and which services apply to their agreement. An MSA, also called a framework agreement, establishes the terms and conditions to govern all activities and responsibilities. This type of agreement is helpful because it makes the contract process faster and allows each party to plan for the future.

The best part about an MSA is that it provides for future modifications because of unforeseen circumstances while maintaining the basic tenets that govern future contracts.

An MSA can simplify future agreements, speed up negotiations, and renegotiate additional contracts if they have already signed an MSA. The contract will include the basics of the initial deal that may be reviewed or modified later as per convenience. MSAs are appropriate for client-vendor interactions, ongoing business relationships, union negotiations, and government contracts.

Seven Examples of Where to Use an MSA

1. Royalties related to discoveries and inventions
2. The ownership of a particular property in the development
3. Confidentiality related to new information releases
4. Indemnification related to third-party suits
5. Allocation of lawyer fees and alternative dispute resolution
6. Work schedules are dependent on job locations
7. Pricing variations and purchase orders

Purpose of an MSA

Business organizations often use MSAs to make contract negotiations simpler and more flexible. The legal contract lets both parties spend significant time discussing the deal terms before reaching an agreement. Possessing an MSA before having a specific contract enables organizations to focus on contractual issues, such as price, time frame, provisions, rules, etc.

Once an organization goes through the MSA, it will understand the concerns or issues related to the deal that may arise later. The process enables the organization to take stringent measures to address the issues before drafting the subsequent agreements.

MSAs are also useful in making long-term arrangements between parties as they can be written to avoid renegotiating every time  a new work order is generated. It allows the organizations to complete their tasks instead of having a halt and witnessing slow progress to negotiate new terms. It saves the time and money of all parties involved in the agreement.

What to Include in an MSA

1. Possible issues that may arise throughout business relationships.
2. Actions that both parties must take together.
3. Individual responsibilities for each party.

 

13 Potential Conflicts an MSA Can Address

1. Delivery and Installation: The MSA should list the shipping time of a product and the individual or group responsible for setting it up for the first time.
2. Background Check: The MSA should list all requirements for potential project employees.
3. Project Management: The MSA should mention which party is in charge of the tasks and activities to avoid further disputes.
4. Expected Charges: Both parties should agree to the projected expenditure to participate in making and distributing the product.
5. Terms of Payment: One party should inform the other party when, how often, and how long it will make the payments.
6. Insurance: Both parties should agree on all insurance-related expenses and coverages to prevent setbacks and litigation issues.
7. Escrow: The parties should decide whether either will place money in a trust and, if so, the circumstances that will allow the other party to earn it.
8. Security: Both parties should agree on who will pay for the protection of the product or the project and handle its expenditures.
9. Government Requirements: The parties should decide on the location of their project before implementing its tasks and activities to agree on which local laws will be followed.
10. Liabilities: The MSA should mention which party will assume the risks if an incident occurs in the project. It also includes provisions related to federal tax implications.
11. Tax Regulations: The two parties should decide how to divide their tax expenses.
12. Third-Party Coverage: A few projects may require the involvement of more than two parties so MSAs should list which rules and provisions apply to the third parties.
13. Clauses Related to Agreement Termination: The MSA should list how both parties will handle a corporate separation in case either business splits up.

Eight Common Disputes and Risks an MSA Can Address 

MSAs are implemented to lessen legal concerns during business negotiations. Disputes and risks can be avoided if both parties settle them through a few additional clauses in the MSA.

1. Employee death or injury may cause the parties to debate the blame for such incidents.
2. Property damage because of unforeseen circumstances.
3. Failure to communicate promptly.
4. Failure to meet project deadlines that may lead to disagreements.
5. Missing payments.
6. Product performance and service issues.
7. Product defects.
8. Unauthorized charges and payment issues.

 

Key Terms Related to an MSA

• Confidentiality: states rules on limited access to specific information
• Product Delivery: outlines a timeline around when a product will be delivered 
• Dispute Resolution: provides details on how conflicts will be resolved (by mediation, arbitration, or litigation)
• Intellectual Property (IP) Rights: outlines which party will be given legal creation rights
• Liability Limitations: limits the number of expenditures or damages that a party can recover from another party because of performance failures or contract breaches
• Payment Terms: details how and when one party will pay for the product or services provided by the other party
• Warranty: a guarantee or promise that outlines the quality of the parties respective goods and services
• Work Standards: details instructions each party must follow throughout the course of their project or deal.

Conclusion 

An MSA is a contract signed between parties that agree to the terms and conditions governing their future transactions. The legal contract helps simplify things between organizations to avoid future disputes, legal complications, or potential pitfalls.

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References:

1. https://learn.quicko.com/master-service-agreement-overview-template
2. https://blog.ipleaders.in/all-you-need-to-know-about-a-master-service-agreement/
3. https://avokaado.io/blog/master-service-agreement/
4. https://blog.axdraft.com/contracts-101/master-service-agreement-101-what-is-msa-and-why-you-need-one/
5. https://www.spotdraft.com/blog/master-service-agreement-guide