A Master Services Agreement (MSA) is a contract between two or more parties that outlines the terms and conditions for a long-term business relationship. It sets the framework for any future business agreements between the parties in order to streamline and expedite the execution of future agreements. An MSA is particularly important as it helps to establish a legal relationship that benefits both parties, ultimately facilitating a mutually beneficial working relationship. As such, every MSA should be accompanied by a well-crafted MSA checklist that covers all key aspects of the agreement.
This article outlines a master services agreement checklist that can be used by businesses to ensure that their MSA covers all key aspects of the agreement.
1. Definitions – Start by defining key terms, such as services, deliverables, parties involved, intellectual property, and more. Clearly define all terms used in the agreement to ensure that all parties have a shared understanding of what they mean.
2. Scope of Services – Describe the services and deliverables that will be provided by the service provider, as well as the responsibilities and obligations of the client. This section should provide a clear picture of what the client can expect from the service provider.
3. Term and Termination – The term section should outline the length of the MSA and any options for renewing the agreement. The termination section should outline the conditions under which either party can terminate the agreement. This section should also contain details on how termination will be handled in terms of payment and other outstanding issues.
4. Payment Terms – Clearly establish payment terms, including payment schedules, payment amounts, and any terms or conditions that affect payment.
5. Confidentiality and Data Protection – This section should cover the protection of confidential information, proprietary information, and intellectual property, as well as define the limits of the use of the client’s data.
6. Intellectual Property – This section should establish ownership of intellectual property that is created during the agreement, such as copyrights, patents, trade secrets, and trademarks.
7. Representations, Warranties, and Indemnifications – This section should define any representations, warranties, and indemnifications that are made by either party.
8. Limitations of Liability – This section should establish the limitations of liability that each party will assume during the term of the agreement.
9. Dispute Resolution – Outline the steps that will be taken in the event of a dispute between the parties, including the use of arbitration or mediation.
10. Governing Law and Jurisdiction – Establish the laws and jurisdiction that will govern the agreement.
By following these steps, businesses can ensure that their MSA is thorough and that all key aspects of the agreement are covered. A well-crafted MSA will provide further legal protection for both parties, ultimately benefiting the business relationship and facilitating the smooth execution of any future agreements.