Master Service Agreement for the United Kingdom

Master Service Agreement Template for England and Wales

A Master Service Agreement (MSA) under English and Welsh law is a comprehensive contractual framework that establishes the fundamental terms and conditions governing the ongoing service relationship between parties. It sets out the general legal and commercial terms that will apply to all future service arrangements, including pricing mechanisms, service levels, intellectual property rights, liability provisions, and dispute resolution procedures. The agreement is designed to streamline future transactions by eliminating the need to renegotiate standard terms for each new service engagement.

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What is a Master Service Agreement?

The Master Service Agreement is essential for businesses engaging in repeated or ongoing service arrangements. It provides a robust legal framework under English and Welsh law that governs multiple service transactions over time, reducing negotiation time and ensuring consistency across service deliveries. This document typically includes detailed provisions for service delivery, performance standards, pricing, intellectual property rights, and risk allocation. It's particularly valuable for complex service relationships where multiple statements of work or service orders will be issued over time.

What sections should be included in a Master Service Agreement?

1. 1. Parties: Identifies and defines the contracting parties including full legal names, company numbers, and registered addresses

2. 2. Background: Sets out the context and purpose of the agreement and high-level intentions of the parties

3. 3. Definitions and Interpretation: Defines key terms used throughout the agreement and rules of interpretation

4. 4. Services: Outlines the scope and nature of services to be provided, including service provider's obligations

5. 5. Term and Termination: Details the duration of the agreement, renewal provisions, and circumstances for termination

6. 6. Charges and Payment: Specifies pricing, payment terms, invoicing procedures, and late payment consequences

7. 7. Service Levels: Establishes performance standards, metrics, and remedies for failure to meet agreed levels

8. 8. Intellectual Property Rights: Addresses ownership, licensing, and protection of intellectual property

9. 9. Confidentiality: Sets out obligations regarding protection and use of confidential information

10. 10. Liability and Indemnities: Defines limitation of liability, exclusions, and indemnification obligations

11. 11. Force Majeure: Addresses circumstances beyond parties' reasonable control and consequences

12. 12. General: Contains standard boilerplate provisions including notices, assignment, and entire agreement

What sections are optional to include in a Master Service Agreement?

1. Data Protection: Required when services involve processing personal data - includes GDPR compliance obligations

2. Change Control: Process for managing changes to services, particularly relevant for complex service arrangements

3. TUPE: Employee transfer provisions when service provision may involve transfer of employees

4. Insurance: Detailed insurance requirements beyond standard liability provisions

5. Compliance with Laws and Policies: Specific regulatory compliance obligations relevant to the services

What schedules should be included in a Master Service Agreement?

1. Schedule 1 - Service Description: Detailed technical and operational specification of services

2. Schedule 2 - Charges: Detailed pricing structure, rates, and payment mechanics

3. Schedule 3 - Service Levels: Detailed performance metrics, measurement methods, and service credits

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms including security measures

5. Schedule 5 - Change Control Procedure: Detailed process for implementing and documenting changes to services

6. Schedule 6 - Form of Work Order: Template for individual work assignments under the master agreement

7. Schedule 7 - Key Personnel: Details of key staff members and their roles

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Clauses
Industries

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract to which they are not a direct party

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving the supply of goods and services, including standards of service

Consumer Rights Act 2015: Provides protection for consumers in contracts with businesses, including quality standards and remedies

Unfair Contract Terms Act 1977: Regulates contracts by restricting how far civil liability for breach of contract can be avoided

Late Payment of Commercial Debts (Interest) Act 1998: Provides for statutory interest on late payments in commercial transactions

UK GDPR: Regulates the processing of personal data and imposes obligations on data controllers and processors

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR

Privacy and Electronic Communications Regulations: Governs electronic communications, marketing, and use of electronic data

TUPE Regulations 2006: Protects employees' rights when the business they work for transfers to a new owner

Employment Rights Act 1996: Main piece of employment legislation defining basic employment rights

Copyright, Designs and Patents Act 1988: Protects intellectual property rights relating to creative works, designs, and inventions

Trade Marks Act 1994: Governs the registration and protection of trademarks in the UK

Financial Services and Markets Act 2000: Regulates financial services industry and financial activities in the UK

Rome I Regulation: Determines which country's laws apply to contractual obligations in cross-border situations

Brussels Regime: Determines jurisdiction and enforcement of judgments in civil and commercial matters

Common Law - Consideration: Legal principle requiring that all parties to a contract must provide something of value

Common Law - Offer and Acceptance: Fundamental principles governing how contracts are formed through offer and acceptance

Common Law - Contract Formation: Rules regarding how valid contracts are formed, including intention to create legal relations

Common Law - Breach and Remedies: Principles governing what constitutes breach of contract and available remedies

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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