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An MSA lays the legal framework for a business relationship, especially if it's a long-term partnership or delivery of an ongoing service. An SOW contract deals with a specific transaction.
5 Tips for Drafting a MSA ContractChoice of Law/Forum. An MSA contract should specify the choice of law that will govern the interpretation of the contract in the event of a dispute.Scope of Work.Confidentiality.Independent Contractor Relationship.Ownership of IP.
Typically, the Master Service Agreement specifies generic terms such as payment terms, product warranties, intellectual property ownership, dispute resolution, and liabilities.
Common Terms. Master services agreements usually spell out payment terms, delivery requirements, intellectual property rights, warranties, limitations, dispute resolutions, confidentiality and work standards, according to Klemchuk.
Two Good Reasons You Need a Master Service AgreementAn MSA allocates risk, and it provides indemnification. Risk Allocation: Master Service Agreements let a business implement a comprehensive risk allocation strategy that takes business realities into consideration.
The purpose of an MSA is to set the bounds of the contractual relationship, establish a system for accomplishing the work that needs to be done, and to provide an efficient way to keep the work on track and resolve any disputes which may arise during the course of the project.
It spells out:Confidentiality: The parties both agree they won't share any secrets of the company with outside parties.Delivery requirements: The businesses decide who will deliver what and when.Dispute resolution: Should issues come up, the MSA outlines how the parties will resolve their conflict.More items...