A Master Service Agreement (“MSA Contract”) represents the understanding relating to a service provider’s work for a client. A clear and comprehensive MSA Contract can prevent disputes between clients and service providers caused by misunderstandings or differing expectations.

Key Provisions of an MSA Contract

Although every professional services transaction has unique nuances and challenges that must be adequately addressed in the MSA Contract, some key areas of an MSA Contract include: choice of law and forum; scope of work; confidentiality; independent contractor relationship; and ownership of intellectual property.

1. Choice 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. In addition, selecting a specific location for courts to decide disputes can often facilitate a quicker resolution. Alternatively, if arbitration is preferred to a lawsuit in court, this election should be provided in the MSA Contract.

2. Scope of Work

One of the frequent sources of conflict between service providers and clients relates to the work that to be performed, as well as how and when it should be delivered. Thus, a detailed scope of work (often referred to as a statement of work or “SOW”) can help avoid confusion and misunderstandings by clearly defining the service provider’s deliverables, deadlines, and benchmarks, as well as when payments are required.

3. Confidentiality

During the course of the MSA Contract, the service provider and client will likely be exposed to each other’s proprietary materials and information. The MSA Contract should require each party to keep this information secret and should prohibit the parties from disclosing or using the other party’s confidential information.

4. Independent Contractor Relationship

The MSA Contract is an independent contractor agreement. However, to avoid any confusion between the parties, and to prevent confusion about the relationship by third parties, the MSA Contract should clarify that the service provider is an independent contractor, and not an employee, agent, or partner of the client.

5. Ownership of IP

The service provider will typically use its own intellectual property (IP) in providing the service and may also need to use or access the client’s IP. The MSA Contract should clarify ownership of each party’s IP, as well as the limited license rights that they are granting to each other in connection with the MSA Contract. In addition, new IP may be created as the result of the services, and the parties should pre-determine who is the owner of this new IP.

Of course, these are just a few of the key issues that an MSA contract must address. Every situation is unique, and the MSA contract should be drafted in light of the specific nuances and concerns of each transaction. As such, the MSA Contract requires careful review and drafting by experienced MSA Contract attorneys. In our Legal FAQs Section, you can find a sample Master Service Agreement Template. You may also be interested in our post Time to Refresh Your MSA Agreement.

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