As part of our Corporate and Commercial practice, we provide master services agreement drafting services.

A Master Services Agreement (MSA) is a broad contract entered into by parties involved in a services transaction. A MSA is important because it allows the parties to have an understanding of the major deal points, expectations, and how issues are to be handled. The master services agreement simplifies the process of negotiating new contracts between parties. It allows the parties to proceed with a general, overall understanding of their agreement to work together, as well as expectations regarding liabilities.

What Does a Master Services Agreement Cover?

An effective MSA should include the following provisions, at least:

  • Scope of project

  • Deliverables of what and when

  • Terms (payment and deadlines)

  • Responsibilities of each party

  • Confidentiality provisions

  • Intellectual property rights

  • Warranties

  • Indemnification provisions

  • Liability terms

  • Dispute resolution

  • Breach provisions

  • Legal venue agreed upon

A Master Services Agreement should outline the work to be performed, the responsibilities of each party, and the expectations and requirements of each party.  Businesses involved in services transactions where new projects or contracts can come into play quickly are best served with Master Services Agreements to help the parties come to overall agreement on major terms quickly and be able to proceed with new projects.  Experienced commercial law attorneys can provide guidance on what an MSA for a particular industry should include.

Importance of a Master Services Agreement in Business Transactions

An MSA provides a basis upon which parties agree to transact certain services and allows the parties to more easily and quickly enter into new services contracts knowing the basic overall terms at the outset. This allows for new work to begin quicker, without the need for negotiating every single detail of a new project. Additionally, a good Master Services Agreement should provide the foundation for risk allocation and indemnification between the parties. This is a great advantage for the parties to have agreed upon within an MSA, so there is less chance of unexpected surprises in future service projects and the parties have an understanding of potential liability responsibilities.

Indemnification clauses are used to provide reassurances regarding risk of infringement. They are often necessary in services transactions to obligate a party to “defend” and/or “hold-harmless” another.  Generally, an indemnification clause requires one party to compensate the other party for losses or damages covered by the indemnity clause.  These provisions in a Master Services Agreement allow the parties to move forward with work having an understanding of the risk each party is accepting to incur should issues arise.

Commercial attorneys with experience drafting and negotiating services transactions can assist with review and negotiation of Master Services Agreements.  One should seek the advice of counsel experienced with MSAs to review and negotiate important clauses to help ensure a fair contract to all parties in a transaction as well as provide clarity regarding each party’s responsibility and assumed liability.

Master Services Agreement Disputes and MSA Breach of Contract Litigation

We provide advice regarding breaches of MSAs and other contractual arrangements and have significant experience litigating master service agreements as well as related statements of work (SOWs). Read more about our litigation services at our intellectual property litigation overview page and our business litigation overview page, including Breach of Contract Litigation, and Commercial Litigation, and Fraud Litigation.

Additional Insights Regarding Master Services Agreements

For more information on master services agreements legal issues, see our Legal Insights and Industry Solutions pages. See also our Legal FAQs page for articles on MSA Agreements as well as a sample master service agreement template: