How to Draft an Ironclad Master Services Agreement (MSA)

A Master Services Agreement (MSA) is the backbone of many business to business (B2B) relationships—setting the contractual foundation for how services will be managed, compensated and delivered over time. A well-drafted MSA assists in providing clarity and mutual understanding of your business relationship and helps avoid disputes.

What is an MSA?

An MSA is a contract framework between two parties, typically two businesses, that contractually governs several future transactions or projects. MSAs set general terms including dispute resolution terms, liability, payment and confidentiality. This enable Statements of Work (SOWs) to focus on project or transaction specific details that incorporate an overarching MSA.

Essential Elements to a Solid MSA

Payment Terms

This is where items like rates, invoicing schedules and payment deadlines should be specified and made as clear as possible to prevent potential disputes.

Dispute Resolution and Governing Law

The jurisdictional law governing the agreement and the venue where you would like any disputes to be litigated should be included. Decide whether you would like disputes to go to mediation, arbitration or litigation.

Scope and Structure

This section should clearly articulate the types of services that are covered by the MSA. Clarity should be provided on how conflicts between the MSA and future SOWs are resolved. Outline the roles of purchase orders, change orders and SOWs.

Termination Rights

Include notice requirements, circumstances that can result in termination such as breach of SOW or MSA, how terminations are supposed to occur, etc.

Warranties and Representations

Define which warranties the service provider provides and specify any remedies for any breach of warranty.

Indemnification Provisions

Clarify how each party will cover legal liabilities if the other party is sued because of the actions of the other party.

Limitation of Liability

Set limits on damages, include disclaimers of types of damages, like punitive damages.

Confidentiality and Data Security

Include a mutual confidentiality clause covering proprietary information and define things like data handling obligations, etc.

Intellectual Property (IP) Ownership

Specify who owns IP created before, during and after the engagement.

Seek Professional Assistance

Contact a contract attorney or business lawyer to assist with your contract drafting needs. Are you interested in having a contract drafted, having a contract reviewed, or need help handling another business law matter? We’re here to help. Quick turnarounds and no surprises.

Contact Biazzo Law today at (703) 297-5777 or alyssa@biazzolaw.com to schedule a consultation today. www.biazzolaw.com 

** Information in this blog should not be considered legal advice, nor does it form an attorney-client relationship

How to amend corporate bylaws, when to update company bylaws, corporate bylaws revision process, how to change nonprofit bylaws? legal steps to revise bylaws, difference between articles of incorporation and bylaws, what should be in corporate bylaws, updating bylaws after ownership change, do I need a lawyer to revise bylaws? sample revised bylaws for corporations, corporate attorney to revise bylaws near me, remote corporate attorney, nonprofit bylaws amendment, sample bylaws for corporation, bylaws amendment legal help, What are corporate bylaws? Why are corporate bylaws important? What does in company bylaws? How to write corporate bylaws? How to amend corporate bylaws? Who can change bylaws in a corporation? Do I need bylaws for my LLC? Nonprofit bylaws vs. articles of incorporation, Do bylaws need to be filed with the state? What happens if a corporate has no bylaws? Legal requirements for corporate bylaws, bylaws requirements for nonprofit organization, bylaws and shareholder agreements, bylaws for board of directors, state requirements for corporate bylaws, when should a company update bylaws, how to set up a board of directors, how to structure a nonprofit organization, corporate governance documents needed, how to change ownership structure in a corporation, do I need to update bylaws after ownership change. Charlotte Corporate Lawyer, Charlotte Corporate Attorney, Miami Corporate Lawyer, Miami Corporate Attorney, Charlotte Civil Litigation Lawyer, Charlotte Civil Litigation Attorney, Miami Estate Planning Lawyer, Miami Estate Planning Attorney, Charlotte Estate Planning Lawyer, Charlotte Estate Planning Attorney, Charlotte Business Lawyer, Charlotte Business Attorney, Miami Business Lawyer, Miami Business Attorney, Avvocato Aziendale Americano, Avvocato Aziendale Americano parla Italiano., Studio Legale Charlotte, Studio Legale Miami, Studio Legale Raleigh, Studio Legale Orlando, Studio Legale Winston Salem, Studio Legale Key West, Studio Legale Tampa, Studio Legale Durham, Studio Legale Palm Beach, Studio Legale Chicago, Studio Legale Denver, Studio Legale Seattle, Studio Legale Washington, Studio Legale Missouri, Studio Legale Iowa, Studio Legale Missouri, Studio Legale Indiana, Diritto americano, diritti americani, legge americane, tribunale americano, codice americano, contratto americano, contratti americani, diritto civile americano, ingiunzione, precedente, equita, forte avvocato americano, forte avvocato italo-americano, avvocato americano che protegge le imprese italiane negli stati uniti, studio legale americano che protegge le imprese italiane negli stati uniti, Italian speaking lawyer Charlotte, Italian speaking attorney Charlotte, Italian speaking lawyer Miami, Italian speaking attorney Miami, U.S. military veteran attorney, U.S. military veteran lawyer, business attorney for start ups, corporate legal services, business law firm, business lawyer for start ups, compliance and regulatory attorney, legal support for entrepreneurs, startup lawyer, startup attorney, contract lawyer, contract drafting lawyer, contract negotiation lawyer, contract attorney, contract drafting attorney, contract negotiation attorney, business lawyer, business attorney, corporate lawyer, commercial attorney, business law firm, small business lawyer, startup lawyer, business contract lawyer, business formation attorney, business contract lawyer, business formation lawyer, business legal services, corporate lawyer, corporate attorney, startup lawyer, startup attorney, small business lawyer, small business attorney, hire a business lawyer, affordable business lawyer, affordable business attorney, hire a business attorney, best business lawyer for startups, best business attorney for startups, Business lawyer for LLC formation, Business attorney for LLC formation, business attorney for corporation formation, business lawyer for corporation formation, legal help for small business, need a business lawyer, need a business attorney, when to hire a business lawyer, when to hire a business attorney, contract drafting lawyer, contract drafting attorney, partnership dispute attorney, partnership dispute lawyer, business litigation attorney, business litigation lawyer, corporate governance lawyer, corporate governance attorney, what does a business lawyer do? what does a business lawyer do? how much does a business lawyer cost? how much does a business attorney cost? do I need a lawyer to start a business? do I need an attorney to start a business? legal steps to start a business, legal steps to start a business in Florida, legal steps to start a business in North Carolina, legal steps to start a business South Carolina, legal steps to start a business Illinois, legal steps to start a business colorado, legal steps to start a business Arizona, legal steps to start a business Indiana, legal steps to start a business Missouri, legal steps to start a business Iowa, legal steps to start a business Washington, affordable business lawyer,  do I need a lawyer to form an LLC? How to legally register a business, steps to start a business legally, what is a business contract? common business agreements, legal documents every business needs, what should be in a business contract? how to write a partnership agreement, do I need a lawyer to review a contract, small business legal compliance, business legal checklist, how to protect my business legally, legal mistakes small businesses make, how to avoid being sued as a business owner, can a lawyer help with my business, what are the legal risks of doing business, how do I protect my business idea, legal implications of hiring employees, do I need a business license? charlotte corporate attorney, corporate lawyer charlotte nc, business attorney charlotte nc, charlotte business law firm, business formation lawyer charlotte, business contract lawyer charlotte, small business lawyer charlotte, incorporation attorney charlotte, llc attorney charlotte nc, startup attorney charlotte nc, attorney for starting a business in charlotte, charlotte lawyer for llc formation, business purchase agreement attorney charlotte, mergers and acquisitions lawyer charlotte, corporate governance attorney charlotte, operating agreement lawyer charlotte nc, contract review attorney charlotte, business dispute attorney charlotte, breach of contract lawyer charlotte nc, partnership dispute lawyer charlotte, corporate litigation attorney charlotte, charlotte business fraud lawyer, do i need a business attorney in charlotte, how to incorporate in north carolina, llc vs s corp north carolina, what does a corporate lawyer do charlotte, how to write a shareholder agreement in nc, business attorney south end charlotte, corporate lawyer uptown charlotte, small business attorney ballantyne, business contract lawyer university city charlotte, startup attorney noda charlotte, miami corporate attorney, corporate lawyer miami fl, business attorney miami, miami business law firm, business lawyer miami florida, startup attorney miami, corporate law firm miami, llc attorney miami, incorporation lawyer miami, business formation lawyer miami, lawyer to start a business in miami, business contract attorney miami, mergers and acquisitions lawyer miami, operating agreement lawyer miami, shareholder agreement attorney miami, corporate governance attorney miami fl, employment agreement lawyer miami, business dispute attorney miami, corporate litigation lawyer miami, partnership dispute lawyer miami fl, breach of contract attorney miami, business fraud attorney miami, miami commercial litigation attorney, how to form an llc in miami, what does a corporate attorney do in florida, do i need a business attorney in miami, startup legal help miami, llc vs s corp florida attorney. best lawyer to incorporate in miami, corporate attorney downtown miami, business lawyer brickell miami, startup attorney wynwood miami, incorporation lawyer coral gables, small business attorney miami beach, commercial lawyer, do I need a will if I own a business in Iowa, what does a corporate lawyer do in Iowa, when do I need a corporate attorney Iowa, legal help for starting a business in Iowa, how to incorporate a business in Iowa, choosing a business structure Iowa, Iowa business formation lawyer, how to register an LLC in Iowa, do I need a lawyer to start a business in Iowa, legal requirements for Iowa businesses, difference between LLC and corporation Iowa, business contract lawyer Iowa, help with business agreements Iowa, mergers and acquisitions lawyer Iowa, Iowa corporate governance attorney, Iowa business compliance lawyer, legal help for business disputes Iowa, Iowa partnership agreement lawyer, Iowa buy-sell agreement attorney, corporate lawyer near me Iowa, best business attorney Des Moines, Cedar Rapids corporate law firm, Iowa City business lawyer, business contract lawyer Sioux City, Dubuque corporate formation attorney, Iowa business licensing requirements, Iowa employment law attorney for businesses, help with business legal compliance Iowa, Iowa data privacy laws for businesses, Iowa trademark registration attorney, how to protect business legally Iowa, what does a corporate lawyer do in Indiana, when do I need a corporate attorney Indiana, how to incorporate a business in Indiana, starting a business legal steps Indiana, Indiana corporate law overview, do I need a lawyer to start a business in Indiana, LLC vs corporation Indiana, Indiana business formation attorney, register a business in Indiana, LLC formation lawyer Indiana, Indiana incorporation attorney, choosing a business structure Indiana, legal help for startups in Indiana, S corp vs. C corp Indiana, nonprofit formation Indiana lawyer, business contract attorney Indiana, Indiana mergers and acquisitions lawyer, operating agreement attorney Indiana, partnership agreement Indiana lawyer, Indiana buy-sell agreement attorney, legal review of business contracts Indiana, Indiana corporate compliance lawyer, business litigation attorney Indiana, breach of contract lawyer Indiana, employment law attorney for businesses Indiana, Indiana intellectual property attorney, trademark lawyer Indiana, corporate lawyer near me Indiana, business attorney Indianapolis, corporate attorney Fort Wayne IN, Evansville Indiana business lawyer, South Bend IN business law firm, Lafayette IN corporate formation attorney, legal help for family business Indiana, Indiana legal help for buying a business, small business lawyer Indiana, business succession planning Indiana, franchise law attorney Indiana, Indiana general counsel services for small business, what does a corporate lawyer do in North Carolina, when to hire a business attorney NC, how to incorporate in North Carolina, North Carolina corporate law overview, do I need a lawyer to start a business in NC, LLC vs corporation in North Carolina, how to start a business legally in NC. North Carolina corporate attorney services, LLC formation lawyer North Carolina, incorporate a business in NC, business formation attorney Charlotte NC, S corp vs. C corp North Carolina, North Carolina nonprofit formation attorney, best structure for small business in NC, business startup lawyer Raleigh NC, business contract attorney North Carolina, commercial agreement lawyer NC, partnership agreement lawyer NC, mergers and acquisitions attorney North Carolina, buy-sell agreement North Carolina, legal review of business contracts NC, corporate compliance attorney North Carolina, breach of contract attorney NC, business litigation lawyer NC, employment law for businesses NC, intellectual property attorney North Carolina, trademark registration NC attorney, risk management legal services for business NC, corporate lawyer near me NC, business attorney Charlotte NC, Raleigh NC corporate law firm, Greensboro business lawyer, Durham NC startup attorney, Asheville NC corporate lawyer, small business legal help North Carolina, legal help for buying a business NC, North Carolina legal help for startups, general counsel services for small business NC, business succession planning attorney NC, family business lawyer North Carolina, franchise lawyer North Carolina, what does a corporate lawyer do in Florida, when do I need a business attorney Florida, how to incorporate in Florida, Florida corporate law overview, do I need a lawyer to start a business in Florida, LLC vs corporation in Florida, legal steps to start a business Florida, corporate attorney services Florida, LLC formation lawyer Florida, incorporation attorney Florida, Florida S corp vs C corp, business formation attorney Miami, Florida nonprofit formation lawyer, choosing the right business structure in Florida, startup lawyer Florida, business contract lawyer Florida, Florida business agreement attorney, mergers and acquisitions lawyer Florida, Florida partnership agreement attorney, Florida buy-sell agreement attorney, contract review lawyer for businesses Florida, corporate compliance attorney Florida, business litigation lawyer Florida, breach of contract lawyer Florida, Florida employment law for employers, Florida intellectual property attorney, Florida trademark registration lawyer, data privacy lawyer Florida businesses, corporate lawyer near me Florida, business attorney Miami FL, Orlando corporate attorney, Tampa business lawyer, Jacksonville business law firm, Fort Lauderdale startup lawyer, small business legal help Florida, legal help for buying a business Florida, family business lawyer Florida, franchise attorney Florida, Florida general counsel for small business, business succession planning Florida, investor agreement attorney Florida