Master Service Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 3,359 reviews

Jump to Section

Need help with a Master Service Agreement?

Post Project Now

What is a Master Service Agreement?

A master service agreement, also called framework services agreement, is a contract between two parties: a service provider, such as an IT consulting firm, and a receiver of that service. It outlines the terms of future engagements and work and details the obligations of both parties.

An MSA agreement sets the foundation for a long-term business relationship. It is flexible and ongoing. A master service agreement details basic tenets that govern the relationship between the service provider and the service receiver and allows for negotiation in future decisions.

What is the Purpose of a Master Service Agreement?

Generally, a master service agreement spells out most of the terms and conditions between the two parties. This simplifies the negotiation process during the finalization of future contracts.

The agreement consists of elements such as:

  • Conflict resolution processes
  • Delivery requirements
  • Intellectual property rights
  • Payment terms
  • Warranties

The essential goal of the service contract is to set a tone for the ongoing project.

A master service agreement is specially signed in business transactions where the statement delivers work services.

Here is an article about contracts and their common elements.

Meet some lawyers on our platform

Gregory B.

61 projects on CC
View Profile

Ryenne S.

53 projects on CC
View Profile

Michael M.

91 projects on CC
View Profile

Jane C.

93 projects on CC
View Profile

Three Main Elements in a Master Service Agreement

When detailing a master service agreement, it is vital to consider three main elements.

  1. Responsibilities and obligations : You should discuss the responsibilities and obligations of each party. Listing these factors will bring about points that both parties could negotiate. Since this is a long-term contract, make sure you negotiate and bag the best deal.
  2. Decide what potential issues or disputes could arise : Plan any possible pitfalls.
  3. Keep the agreement flexible : You will have space to work it out in case of any mishap.

ContractsCounsel Master Service Agreement Image

Image via Pexels by

What Should Be Included in a Master Service Agreement?

A master service agreement will include different components depending on the nature of your project, including:

  • Background checks : The contract should include any requirements or prerequisites you have for the employees.
  • Conflict resolution : The agreement must state how disputes will be resolved.
  • Escrow : If you are investing in a company, the contract should mention if the other party will share the profit or not.
  • Insurance : Discuss beforehand how will the insurance expenses be handled.
  • Security : Detail the security costs. Who will manage and pay for the security, etc.?
  • Standards for work : State clear expectations in the master agreement. Explain each party's responsibilities. This will help avoid any conflicts or misunderstandings in the future.
  • Termination : This must be included to decide which party will pay for breaching the contract. Termination for convenience is when a party wants to break the agreement without any reason. Termination for cause is when a party is not performing its obligations.
  • Term : This will state the period of time for the contract. You can discuss whether you are looking for a long-term statement of work or not. This will also mention renewal terms and processes.
  • Intellectual property : Both parties will have to decide on the ownership and regulation of things. It is possible that the vendor gets the intellectual property and gives rights to the client. In some cases, the client keeps all of the intellectual property.
  • Confidentiality : Both parties can agree that they will not disclose any information to a third party.
  • Delivery and installation: State the shipping date of a product—also, state who will be responsible for receiving and setting up the shipment.
  • Liability : The agreement will clearly state who is responsible in case of a lawsuit. In an ideal case, the client should cover the risk.
  • Third parties : For any third party involved, include the terms and conditions in the contract separately.
  • Project management : It is necessary to decide who will be leading the team and the project. Without an efficient leader, your project could be all over the place. So state clearly who is in charge.
  • Venue of law : Identify the location where any legal matters will be resolved.
  • Terms of payment : The project's estimated cost should be included in the master service agreement. Remember to give a detailed breakdown of these expenses and the payments. For example, how long will the payments continue, who will pay, and how often do you have to pay?
  • Out clauses : These are the causes for termination of the contract. The MSA should list how the parties will handle such an unfortunate event. This is important to ensure the business runs smoothly.
  • Warranties : You can also decide on the coverage and range of the warranty.

Some other points that you can consider covering in your master service agreement could include:

  • Business ethics
  • Social responsibilities
  • Property and network access

Types of Master Service Agreements

A master service agreement can cover a variety of topics. Topics that may be covered include:

  • The ownership rights of a property
  • Royalties or patents associated with innovations
  • confidentiality agreements
  • Compensation in case of a suit by a third-party
  • Conflict resolution
  • Work schedules

What is the Difference Between a Master Service Agreement and a Service Level Agreement?

A Master Service Agreement is often confused with a Service Level Agreement. However, these are two distinct types of agreements.

A Master Service Agreement (or MSA) is an agreement between two parties that list the terms and conditions that will govern their future business relationship. It sets out the basic outline as proposed by each party.

This makes it easier to negotiate any clause. This type of services agreement includes payment terms, product warranties, intellectual property ownership, etc. The master service agreement should create a flexible system to be modified in the future.

On the other hand, a Service Level Agreement (or SLA) is between the service user and the service provider only. The SLA does not outline any requirements for the provision of the service. It also does not have any expectations from the user.

An example of an SLA would be the agreement between the internet service providers and the telephone company.

Here is an article about service level agreements.

Master Service Agreement Checklist

If you wish to draft a master service agreement, here is a checklist for you:

  1. Definitions : The first step is to define the terms clearly. This would make the contract easier to understand.
  2. Avoid Ambiguity: Do not use a synonym for the defined term to avoid ambiguity.
  3. Proprietary Rights : This will list the rights provided to the customer.
  4. Responsibilities : These are the obligations each party has to fulfill. This could include the tasks of each party and the time they should complete them.
  5. Representations and warranties : This section will list the duration and limitations of the warranty. It can also state that the other party will not be responsible for certain issues.
  6. Fees : This will outline how much you will have to pay for the services. It will also list details such as when the invoice will be sent and what time frame you have to make the payments. It can also mention the taxes that are not included in the fees.
  7. Indemnification : If a party suffers any loss from a third party, the other party will compensate for the losses.
  8. Confidentiality : You will first have to agree on what is confidential. It will also include the clause stating that confidential data cannot be disclosed.
  9. Terms and termination. This will list out any clauses on termination or suspension.

Get Help with a Master Service Agreement

A master service agreement can simplify things for you. For example, now that you know what is required for the master service agreement, you can devise one with your legal team. Or hire lawyers to draft or review your consulting agreement from a legal marketplace.

Post a project in ContractsCounsel’s marketplace to receive flat fee bids from lawyers for your project. All lawyers have been vetted by our team and peer-reviewed by our customers for you to explore before hiring.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Master Service Agreement Lawyers

Anatalia S. on ContractsCounsel
View Anatalia
4.8 (5)
Member Since:
August 26, 2020

Anatalia S.

Free Consultation
Get Free Proposal
Miami, FL
10 Yrs Experience
Licensed in FL
South Texas College of Law

High quality work product at affordable prices.

Nicole R. on ContractsCounsel
View Nicole
Member Since:
September 2, 2020

Nicole R.

Attorney / Owner
Free Consultation
Get Free Proposal
Mount Dora, FL
10 Yrs Experience
Licensed in FL
University of Miami School of Law

Full-service boutique law firm providing personalized services in business law, trademarks, and real estate closings/title work.

Maury B. on ContractsCounsel
View Maury
Member Since:
September 2, 2020

Maury B.

Senior Counsel
Free Consultation
Get Free Proposal
Minneapolis, MN
31 Yrs Experience
Licensed in MN, WI
Mitchell Hamline School of Law

Respected, driven, ethical, and high energy legal and business professional with strong focus on litigation, contracts and compliance issues. Critical management experience includes client development, developing core initiatives, and forecasting risk in major corporations. Strong legal research, analytical and problem solving skills with demonstrated adaptability in a multifaceted legal practice including delivering high value results in a Fortune 10 environment. Core competencies include: Tactical and strategic legal direction and support to clients which includes contract negotiation, drafting and review, business planning, and a passion for relationship management. Excellent legal research, writing, analytical and problem solving skills including legal training and compliance with regulatory requirements and corporate policies. Coordinates with in-house legal and business resources for team building with excellent verbal communication skills, coaching, and leadership.

Blake L. on ContractsCounsel
View Blake
4.8 (2)
Member Since:
September 22, 2020

Blake L.

Free Consultation
Get Free Proposal
Farmington Hills, MI
27 Yrs Experience
Licensed in MI
Wayne State University Law School

I am a sole practitioner who has been in practice for over 25 years. I have represented many small businesses during this time. Let me bring my expertise to your business.

Diana M. on ContractsCounsel
View Diana
Member Since:
September 22, 2020

Diana M.

Patent Attorney
Free Consultation
Get Free Proposal
Boca Raton, FL
10 Yrs Experience
Licensed in FL
Florida Coastal School of Law

Diana is a registered patent attorney and licensed to practice law in Florida and in federal courts in Florida and in Texas. For nearly a decade, Diana has been known as the go-to brand builder, business protector, and rights negotiator. Diana works with individual inventors, startups, and small to medium-sized closely held business entities to build, protect, and leverage a robust intellectual property portfolio comprising patents, trademarks, copyrights, trade dress, and trade secrets.

Brandon L. on ContractsCounsel
View Brandon
Member Since:
October 1, 2020

Brandon L.

Managing Partner, Attorney
Free Consultation
Get Free Proposal
Dallas-Fort Worth
11 Yrs Experience
Licensed in TX
Juris Doctor – Pepperdine University School of Law – Malibu, California

Brandon is a Texas Super Lawyer®, meaning he is among the top 2.5% of attorneys in his state. He has designed his practice to provide a unique ecosystem of legal support services to business and entrepreneurs, derived from his background as a federal district law clerk, published biochemist, and industry lecturer. Brandon is fluent in Spanish, an Eagle Scout, and actively involved with the youth in his community. He loves advocating for his clients and thinks he may never choose to retire.

Maxwell L. on ContractsCounsel
View Maxwell
4.9 (4)
Member Since:
September 24, 2020

Maxwell L.

Lawyer, Owner
Free Consultation
Get Free Proposal
New Berlin, WI
11 Yrs Experience
Licensed in WI
Marquette University Law School (JD)

Firm rated best ADR firm for Wisconsin and won an award for cultural innovation in dispute resolution from acquisition international magazine in 2016 and it was rated "Best of Brookfield" by Best Businesses in 2015. Attorney Maxwell C. Livingston was rated 10 best in Labor & Employment Law by American Institute of Legal Counsel and 40 Under 40 by American Society of Legal Advocates for 2016; he also won 10 Best by American Institute of Family Law Attorneys. He is licensed in Wisconsin in all state and federal courts, and in the 7th Circuit Court of Appeals, wherein he won a landmark decision in McCray v. Wielke.

Find the best lawyer for your project

Browse Lawyers Now

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call