What is an MSA Renegotiation?
An MSA is a Master Service Agreement that’s usually signed by a service provider and client. It is common in the tech and consulting industries.
Since this agreement governs long-term business relationships, it specifies important terms such as payments and dispute resolution. It’s considered a foundational document, so it needs to be legally and professionally drafted.
It’s also important for flexibility to be provided in long-term contracts such as MSAs so parties can make modifications when required. An ideal time in which to do this is during renegotiations.
Read the rest of this article to explore key terms in an MSA, how to renegotiate it, and how a lawyer can help you navigate the process.
What are Key Terms in an MSA?
An MSA typically includes the following important terms:
- Scope. This outlines all services provided under the agreement, as well as a detailed Statements of Work (SOW) for the completion of specific projects.
- Payments. This should include detailed invoice processes and payment schedules to prevent misunderstandings or delayed payments
- Intellectual Property (IP). This provides ownership information, such as who owns inventions and IP prior to the partnership.
- Data protection. To prevent the misuse of confidential information and data, there should be cybersecurity measures in place.
- Indemnification. This ensures that one party will compensate the other if there are damages from contract breach or other violations. However, there should be a liability cap to prevent unreasonable liability.
- Termination. This outlines the conditions required to be met before parties can terminate the agreement.
- 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.
- Representations and warranties. Both parties need to make statements that they are committed to fulfilling their roles to meet each other’s expectations.
What are Some Points to Renegotiate in an MSA?
There are some important things in an MSA to consider renegotiating with the other party. These include the following:
- Liability. Consider what responsibilities you have and ensure they are aligned with the risks and rewards.
- Termination. You want to know that you can exit the contract should this be necessary, with reasonable termination conditions and requirements.
- SLAs. Service levels should be updated to reflect market standards and meet business requirements.
- Scope. If there have been incidents of “scope creep,” changes should be made to the MSA to prevent them in future. This can be tied to revised payment terms.
- Risk. Consider potential risks and outline suggestions for provisions to minimize your liability, specifically related to aspects like security and IP protection.
- Compliance. Check that the MSA meets all data privacy, IP protection, and other industry regulations. This will safeguard your future business operations.
What are Other Tips for Negotiating Your MSA?
Besides focusing on specific points in your MSA, you should also consider the following tips:
Collect relevant documents
When you have all your important documents, you can see how the MSA fares across them and note any potential gaps or problems.
Provide relevant research
To help the other party consider your point of view during discussions, you should conduct some research so you can bring supportive information about pricing changes or scope requirements to the table.
Review your MSA
Before negotiating, it’s the perfect time to review the terms in your MSA for clarity and legal validity. This will help you to see what changes you require more clearly.
Getting a legal review of your agreement is worth it because a lawyer has the skills required to identify hidden risks and other issues. You can request an MSA review online, by going to ContractsCounsel. This is one of the largest online legal marketplaces where clients connect with vetted, experienced lawyers.
To request a review from a professional lawyer, follow these simple steps:
1. Go to the ContractsCounsel marketplace and post your project for free.
2. You’ll receive multiple bids from lawyers directly on the platform.
3. Once you receive the lawyer bids, you can review the lawyers' profiles. The platform offers various information, such as the lawyers’ location, client ratings, years of experience, and field of expertise.
4. Connect with a lawyer you think is best suited to your requirements and hire them.
How Can a Lawyer Help With MSA Renegotiation?
A lawyer is valuable to work with if you need to renegotiate any terms in your MSA. They’ll assist you by:
- Including agreement terms that enable you to adapt to changing tech needs without any issues.
- Reviewing the agreement so that you have a clear objective for your renegotiations. They will also review other documents, such as your SOW.
- Managing your risks and reducing your liabilities.
- Clarifying your goals so you can negotiate powerfully on points that matter to you.
- Benchmarking all terms in the MSA against industry standards. This will prevent you from negotiating unrealistic terms.
- Building a strong negotiation strategy based on maximizing leverage.
- Making changes to the document so that nothing is left to chance or can be misinterpreted by either party.
- Handling discussions with clarity and objectivity, preventing conflict that can sour the business relationship.
Where to Find a Lawyer for MSA Renegotiation
If you need to hire a lawyer to help you renegotiate your MSA, you might wonder where to find one with the experience and skills you require. The process is simplified on ContractsCounsel, where you can search the online platform for lawyers based on key factors such as their level of expertise, years of experience, and previous projects they’ve completed on the platform. This gives you the confidence to hire a professional lawyer who will be able to negotiate your MSA for more favorable terms.
