To have clearly defined and mutually agreed upon terms and conditions when entering into a business relationship is critical. That is why a Master Service Agreement (MSA) is such a critical document – it sets the expectations and outlines the responsibilities of both parties clearly and concisely. But with so many potential provisions to include in an MSA, it can be difficult to know where to start. What are the key provisions that should always be included in an MSA? Which key provisions are essential to protect your business and ensure a successful business relationship?
Where businesses have an ongoing relationship of service provided, it will involve lots of orders, changes, and specification updates on the go. Similarly, a master service agreement can be applied.
A master services agreement template provides guard rails that the hiring company and service provider use for their interactions. They provide clarity on what service categories will be incorporated into the agreement period, what will not be allowed or provided, and to what extent the roles interact and by whom. It is regularly used in the IT industry, but it can also be applied to other work environments.
Gabriela N. Smith Legal Counsel | Asesora Legal, is available to help if you need legal assistance to understand how to utilize an MSA.
MSAs can resolve a lot of concerns that come up from different angles. Depending on how the key provisions are crafted between the parties involved, the MSA can address terms such as service delivery methods and timelines, invoicing and billing, conflict resolution, who owns the intellectual rights on new products created, warranties and product protection, and service cessation terms.
However, regardless of the purpose or what is expected from the agreement once applied, every well-crafted MSA should at least have minimum critical terms included. These involve:
It is quite possible today for a service provider to end up working with clients across different borders and within different countries’ jurisdictions, especially when operating online. To keep everything consistent from one office to the other, international-spanning MSAs provide a framework for various needs ranging from the above key elements to addressing matters that need cooperation. That can include background checks for all staff involved, escrow treatment for movements of high-value transactions, insurance agreements, security details, emergency response and redundancy planning, termination of services and/or staff, the definition of service terms and their expiration, work standards, confidentiality and much more.
One thing that helps when dealing with international companies is having an MSA lawyer among international law firms who knows how to work across jurisdictions and has a solid depth of experience with international requirements for service contracting, like Gabriela N. Smith Legal Counsel | Asesora Legal.
Other areas to consider in MSAs to make sure they are answered, especially when dealing with international activities, include:
MSAs can apply broadly or be used for specific functions and activities. Many IT companies utilize MSAs for broad categorical services such as security protection or audits, but other businesses might want to limit their use of an MSA to intellectual property development or product distribution.
As one of the acknowledged international corporate law firms, Gabriela N. Smith Legal Counsel | Asesora Legal, can make the MSA drafting challenge easier for your business. With our experience and extended depth of knowledge in developing MSAs for multiple industries, we can work with your management and legal team to produce an MSA that maximizes your protection while maintaining operational flexibility and giving you room to grow with your business. Contact us to get the conversation started.
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