What is a Master Services Agreement Drafting?
A master services agreement (MSA) is an important foundational legal document between two parties involved in a working relationship, such as a service provider and client.
It must include important key terms that govern the relationship, currently or in the future, such as project work scope, payments, and how disputes are handled.
In the rest of this article, you can read what core terms should be included in a master services agreement, how to draft this legal contract, and how hiring a lawyer can help you to navigate the drafting process.
Why is a Master Services Agreement Important?
There are good reasons why companies should draft master services agreements when embarking on a new business relationship. These include the following:
- It sets clear expectations and roles for parties. This ensures they know how to proceed with the work and can avoid disputes stemming from misunderstandings.
- It provides a reference. Should there be an issue or dispute, parties can refer to the agreement for information about how to resolve it, which saves time.
- It’s a foundation for other contracts. An MSA serves as groundwork for future projects and agreements parties require. It prevents parties from having to draft required documents from scratch.
What are Core Components in a Master Services Agreement?
A master services agreement usually includes key terms such as the following:
- Work scope. This outlines all services provided under the agreement, and it can include a Statements of Work (SOW).
- Payments. Detailed invoice processes and payment schedules prevent misunderstandings over delayed or missed payments.
- Intellectual Property (IP). This specifies ownership, such as who owns inventions and other IP prior to the partnership.
- Dispute resolution. The governing law needs to be explained as well as what method will be used to settle disagreements between parties, such as arbitration or mediation. This can serve to prevent expensive litigation.
- Data protection provisions. If confidential information is shared between parties, there should be measures in place to protect it.
- Representations and warranties. Both parties will make statements that they are committed to fulfilling their roles.
- Termination. This outlines certain conditions that can trigger early contract termination, such as breaches.
What are Tips for Drafting a Master Services Agreement?
A master services agreement should be drafted in a clear, comprehensive way to cover all bases. Here are some things to bear in mind when writing one.
Consider Future Challenges
To ensure that the MSA is a foundational document, it must consider the parties’ future goals and any challenges that could arise so that there are no gaps which will result in time-consuming negotiations.
Include Work Standards
To ensure work standards are of a high quality, the MSA should specify what these standards are so that parties don’t misinterpret them. By providing detailed standards, all parties involved know what’s expected of them.
Clarify Roles and Responsibilities
A statement of both parties’ roles and duties should be included in the MSA. This prevents one party from feeling like they’re doing more work than the other, and enables smoother operations that benefit everyone involved.
Review it Regularly
Your MSA shouldn’t be left to go dormant. It should be reviewed once a year so that it can accommodate changes, such as changes in the relevant laws or the working relationship.
How Can a Lawyer Help You with a Master Services Agreement Drafting?
A lawyer is valuable to hire for drafting your MSA because they will use their legal expertise to avoid hidden risks and potential liabilities. Here are some ways in which they’ll help you.
- A lawyer will evaluate your business model to assess the best way in which to draft your MSA.
- They’ll draft a framework for current and future projects and consequences that could arise.
- They’ll align your MSA with all relevant documents for clarity.
- They’ll structure all payment provisions, such as billing cycles and reimbursements, in a clear way.
- They’ll create detailed obligations for both parties so a high-quality work standard can be achieved.
- They’ll prepare indemnification clauses that protect you against third-party claims, intellectual party (IP) violations, data breaches, and more.
- They’ll customize the MSA according to both parties’ working relationship and specific situations.
- They’ll consider all MSA terms across industry standards.
- They’ll negotiate your MSA with the other party so that terms are favorable and fair.
Where to Find a Lawyer to Draft a Master Services Agreement
If you need to find a lawyer to draft your master services agreement, you don’t have to cold-call traditional law firms, which can increase your legal expenses.
Use an online legal platform like ContractsCounsel, one of the largest online legal marketplaces where you get online access to a curated network of vetted lawyers.
To request that a qualified lawyer draft your MSA, follow these five easy steps:
1. Go to the ContractsCounsel marketplace and post your project for free.
2. Mention a few details, such as the type of working relationship for which you want a MSA, so that lawyers will be better informed of what you need.
3. Wait for lawyer bids. You’ll receive multiple bids from lawyers directly on the platform who can assist you.
4. Once you receive the lawyer bids, you should review the lawyers' profiles. There’s lots of info on the platform to help you choose the best lawyer, such as their location, client ratings, years of experience, and field of expertise.
5. Connect with a lawyer and hire them to draft your contract so that it’s legal and balanced, giving you peace of mind when establishing a new working relationship.
