A Master Services Agreement (MSA) is an agreement between the two parties to a service contract that details the expectations for both parties of their work together. MSAs are not project-specific contracts, instead, MSAs state the general agreement between the parties regarding all their work together. This means that the parties may use the same MSA with different project-specific Statement of Work (SOW) for each different future projects they have together. MSAs will allow the parties to negotiate future agreements efficiently, as they will only need to focus on negotiating the project-specific terms such as the scope of service, time of service and payment terms for each project.
What is included in an MSA varies depending on the parties using the MSA, but it usually addresses:
- Dispute resolution policies if conflicts arise, including whether arbitration of mediation should be used.
- Jurisdiction is the law that will govern the agreement.
- Forum is the place where the hearing or meeting will take place.
- Limits on warranty to address the agreement on the scope and coverage of the warranty.
- Limits on liability to address who is the responsible party in the event of a lawsuit.
- Confidentiality to prevent the parties from sharing any confidential information with outside parties.
- Termination policies to address when and how the agreement may be terminated.
- Intellectual Property Rights, including decisions on how the parties want to handle the ownership and regulation of all copyright, trademark, patents, and trade secrets.
- Insurance, to address the parties’ agreement on how to handle all insurance coverage and expenses.
- Taxes, to address how and who is responsible to pay the applicable taxes.
- Indemnification, to address how the parties will compensate each other for losses caused by each party to the other, i.e. when a third-party sues.
- Risk allocation, to address which party bears the risk at different stages of the transaction.
- Force Majeure, to address the parties’ obligation and liability when things that are not within the control of the parties happens, such as issues that arise due to acts of God, flood, fire, earthquake, explosion, governmental actions and war.
- Attorneys fees, and whether the parties bear their own costs or the loser pays.
Many small businesses use the same contract template for all clients rather than negotiating from scratch for each client before they begin work. A well-drafted MSA can serve as a good template for similar services a small business performs for different clients and reduce the chance of litigation between the parties. And by using the same MSA with different project-specific SOWs, businesses can save significant cost on drafting detailed, customized contracts from scratch every time for a new transaction.
If you need help with your MSA, feel free to schedule a consultation with an attorney using this link or calling our office at 323.543.4453.
Judy Yen is an associate in Carbon Law Group’s Los Angeles office. She joined our firm in 2019 and her practice focuses on representing emerging companies in intellectual property and business transactional matters.
Born and raised in Taiwan, Judy is a native speaker of Mandarin Chinese. She has used her international legal experience, language, and bicultural skills to represent businesses and investors from the Greater China region in cross-border business expansion plans and execution in investing in the United States. Prior to joining Carbon Law Group, Judy worked for Paul Hastings LLP in their Shanghai office, where she gained valuable experience in international corporate law, including working on two IPO projects.
Judy is admitted to practice law in California. She graduated from Loyola Law School, Los Angeles in May 2019. In law school, Judy was a member of the Fashion Law Clinic, Transactional Negotiation Team and Entertainment Moot Court. She received her bachelor’s degree in Political Science and Accounting from the University of California, Los Angeles.
Judy grew up in a family of artists and entrepreneurs who had fostered her passion for art and business. She is an avid foodie who loves to both explore cool restaurants and try new recipes at home. She also likes oil painting, swimming, and hiking.