If you are getting into an open-ended relationship where you have to execute project(s) with another party, then don’t forget to sign a Master Service Agreement (MSA).
With its sheer practicality, this agreement has turned out to be a better option as compared to various traditional project contracts. They are particularly designed to focus on projects that need statements of work or addendums to authenticate the services.
What Is a Master Service Agreement?
Master services agreement (MSA) is created between parties who agree to follow certain terms at the time of executing future transactions or agreements.
It allows the parties to negotiate and mutually carry out future agreements or transactions as it gives strong foundation to the activities performed.
Furthermore, it saves the time of negotiating the same terms every time as the parties get into an agreement. This means that they only have to focus on project-specific terms in order to rest assured about each other’s liabilities.
Why Do You Need a Master Service Agreement?
Marketing and digital sales organizations always want to have ongoing and long-term relationships with their clients. Since their preferable time span is 2 years or more, they have to get into a master service agreement to maintain focus on the projects coming through.
While they used to work on multiple projects with the same client, no party would want to keep on reviewing, negotiating and approving general terms and conditions.
Since it is a waste of time, businesses design MSAs that cover all common aspects for the future projects.
What Are the Advantages of a Master Service Agreement?
Since creating a master service agreement between two businesses requires a lot of time and efforts, they are always on the lookout for a reliable and long lasting solution. To save their money on legal fees and time, the best option is to design a master service agreement.
It includes all agreed points and terms by the two parties. This agreement doesn’t only speed up the negotiating process but will also ascertain protection of rights for both parties.
If there is a disagreement between the parties, which leads to a dispute, the master services agreement will decide who is responsible and have to give compensation to the other party.
Other than that, the MSA works as a good blueprint for future services. It is quite easy and companies can design it on their own.
Since every project has its own requirements, parties can focus on its template to carry out future negotiations. They are more focused towards those terms, thereby spending a limited time and money.
What Should the Master Service Agreement Cover?
To create a master services agreement, following 4 things should be considered:
- Obligations for both parties
- What each party should do
- What the other party has to perform
- Explanation of all responsible disputes or issues faced by either party
Its aim is to fasten the entire process. Here are the components that should be covered in a master service agreement:
- Confidentiality: Parties shouldn’t share any information/secret about each other.
- Delivery requirements: Both parties should know about their obligations.
- Dispute resolution: The agreement must be clear about the future steps in case of any conflict or dispute between the parties.
- Geographic location: The location of the project must be mentioned.
- Intellectual property rights There must be mutual understanding about how to handle regulations and ownership of patents and other intellectual properties.
- Limitations on liabilities: It must mention the responsible party in case of a lawsuit.
- Venue of law: Place for legal resolution should be mentioned, be it a specific state, federal court or arbitration.
- Work standards: Type and extent of the work must be mentioned in the agreement non-compliance of which would lead to disputes.
- Warranties: The coverage and scope of the warranty must be clear.
- Work standards: The MSA must explain acceptable work for each party so that there won’t be any dispute between them.
Now that you are aware of the importance of a master service agreement. It’s convenient to state the terms and clauses that can make things simple and easy for you by using the templates on CocoSign.
All you have to do is to figure out what to include and how to execute the services. Hence, don’t forget to get your desired agreement sample for free on our website
respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit.Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. Upon settlement of funds due toCompany, all Client provided materials will be returned to Client and all Client use rights in the work in process as described in Section 9 will be transferred to Client.
7. Payment of Services. In exchange for Company’s Services under this Agreement, the Client shall pay Company the contract price and deposit set forth above.Company will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay.Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by Company in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.
8. Representations and Warranties.
8.1 Company’s Representation: Company represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
8.2 Client’s Representation: Client represents that any materials provided to Company by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
8.3 Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Ownership of Deliverables.“Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, Company retains ownership in all Intellectual Property rights of the Deliverable.Further, Company retains all ownership and Intellectual Property Rights to the raw video footage, music, images, and other components comprising the Deliverable for its future use. Upon full payment of the deliverable, Company grants Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Client shall retain sole ownership of all Intellectual Property Rights in
connection with any original material it provides to Company for use within the Deliverable. If termination occurs under Section 6, Company shall retain ownership in all Intellectual Property Rights and to the raw video footage, music, images, and other components comprising the work in process up to the date of termination. After a termination under Section 6 and upon full payment for the work in process, Company will grant Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the work in process. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, or the music, images, and other components that comprise the Deliverable or work in process.
10. Indemnification.Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.
11. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER.
12. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.
13. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void.Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized company representative authorized to bind the company to its terms and services and no consent from any third party is required.
14. Choice of Law. This Agreement will be deemed