Deconstructing Master Service Agreements

Master Service Agreements (“MSA”) are contracts that control the general terms of the legal relationship in the business to business context. Typically, businesses with multi-year relationships attach Statements of Work (“SOW”) to an MSA to outline the individual terms of a business deal. The MSA contains provisions that are often seen but the implications of each obligation in a long-term relationship may not be well understood. It’s best to review these obligations -- confidentiality, intellectual property rights, non-compete, and non-solicit clauses, deliverables, warranties, support, indemnification, limitation of liability, insurance, privacy obligations, and termination rights  -- before negotiations start.

Learning Objectives:

1. Gain a general understanding of each of the common legal obligations

2. Evaluate the common legal obligations from the seller’s viewpoint

3. Analyze the common legal obligations from the buyer’s viewpoint

4. Review clauses with a middle-ground position