Master Services Agreement (MSA)
Why you need a Master Services Agreement (MSA)
At Law 365 like to see long-lasting ventures between businesses. If you intend to collaborate on several projects with a client, it makes sense (and will save hours of time) to build a Master Services Agreement (MSA). This agreement will outline all your framework terms for future projects with the client, simplifying and speeding-up contractual negotiations, and giving you back valuable time to do what you do best.
What is a Master Services Agreement (MSA)?
The Master Services Agreement (MSA) aka a simple framework services agreement is the skeleton that supports the body of your relationship with your client. The body of work is outlined in the separate Statements of Work (SOW) for each service you provide.
Frequently Asked Questions
Q: Do I need an MSA?
A: If you are a services provider who hopes to work with your clients on a variety of projects, then you should consider building a Master Services Agreement. An MSA can be used to cover a variety of services from Professional to Managed. Once negotiations are finished on the MSA it can be used again and again, and you need only change the Statement of Work for each new project. A well-drafted MSA can speed up your negotiations and be used in all your business relationships.
Q: How long does an MSA last?
A: The Master Services Agreement is drafted for the modern world. It is flexible and will allow any Statement of Work to take precedence over itself. How long it lasts depends on the needs of the parties. Should you be providing on-going services, the MSA will auto-renew annually. Should you only require it for a short project, then it will end when fees are paid and both parties are satisfied.
Q: Can a Statement of Work conflict with an MSA?
A: The MSA takes a while to draft and provides all the legal details related to liability, termination, risk management and obligations. Statements of Work are quick to negotiate and contain the commercial details of a project (fees, details of the project, timeline). A good, flexible MSA should have a clause stating that if a conflict arises between the documents the SOW will take precedence. this can save hours of having to redraft a 50-page MSA.
Master Services Agreement (MSA) contents
2.Provision of services
4.Responsibilities of supplier
5.Responsibilities of Client
7.Price and payments
11.Intellectual property rights
12.Licence of software and third party software
13.Exclusions, limitations of liability, warranties and indemnities
16.Term and termination
17.Staff transfer and non-solicitation
20.Antibribery and modern slavery
23.Entire agreement and amendment
25.No partnership or agency
26.Third party rights
30.Governing law and jurisdiction
Get the key facts of the Managed Services Contract
For these Microsoft Partners
- Managed Services Provider
- ISV, Software, Apps and IP
- System Integrators Professional Services Consultancy Partners
- Hosting Partners
- Licensing Partners
This is a 'Forever template'
We will continually update this template with the frequent Microsoft updates such as CSP and other flow down terms, plus we will update the relevant terms to ensure you can claim as many rebates as possible, and get recognised by Microsoft such as CPoR, (Claims Partner of Record) DPoR (Digital Partner of Record), and PAL (Partner Admin Link).
We will also continually update this template as the law changes, for example, GDPR (General Data Protection Regulation) and the effects of Brexit on our laws, as we untangle ourselves from the European Union.