Master Service Agreement for the United States

Master Service Agreement Template for United States

A Master Service Agreement (MSA) is a comprehensive contract under U.S. law that establishes the fundamental terms and conditions governing future transactions or services between parties. It streamlines subsequent agreements by providing a robust framework for specific services, reducing negotiation time and ensuring consistency across multiple engagements. The agreement typically includes provisions for service delivery, payment terms, intellectual property rights, confidentiality, and risk allocation, while complying with federal and state-specific regulations.

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What is a Master Service Agreement?

The Master Service Agreement serves as the cornerstone document for business relationships involving ongoing services in the United States. It is particularly valuable when parties anticipate multiple service engagements over time, providing a standardized foundation for future work orders or statements of work. This agreement type reduces administrative burden and legal costs while ensuring consistent terms across multiple transactions. The MSA typically addresses key aspects such as service scope, payment terms, liability, intellectual property, and confidentiality, while maintaining flexibility for specific service arrangements through supplementary documents.

What sections should be included in a Master Service Agreement?

1. Parties: Identifies and defines the contracting parties

2. Background/Recitals: Provides context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Describes the scope of services to be provided

5. Term and Termination: Duration of agreement and termination conditions

6. Payment Terms: Pricing, invoicing, and payment conditions

7. Confidentiality: Protection of confidential information

8. Intellectual Property: Ownership and rights to IP

9. Liability and Indemnification: Risk allocation between parties

10. Governing Law: Applicable law and jurisdiction

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

1. Service Levels: Performance metrics and standards - use when specific service performance metrics need to be measured

2. Data Protection: Data handling and privacy requirements - use when personal or sensitive data is processed

3. Insurance: Insurance requirements and coverage - use when specific insurance coverage is required

4. Force Majeure: Provisions for unforeseeable circumstances - use when protection against extraordinary events is needed

5. Compliance: Regulatory compliance obligations - use when services are subject to specific regulations

What schedules should be included in a Master Service Agreement?

1. Statement of Work: Detailed description of specific services and deliverables

2. Service Level Agreement: Detailed performance metrics and remedies

3. Pricing Schedule: Detailed pricing structure and rates

4. Data Processing Agreement: Detailed data handling procedures and requirements

5. Security Requirements: Technical and organizational security measures

6. Key Personnel: List of key team 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

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Uniform Commercial Code (UCC): Federal legislation governing commercial transactions, particularly relevant if services involve goods. Provides framework for contract formation, performance, and remedies.

E-SIGN Act: Federal law ensuring the legal validity of electronic signatures and electronic records in commercial transactions.

HIPAA: Federal healthcare privacy law that must be considered if services involve protected health information or healthcare-related services.

GLBA: Federal law governing privacy and security requirements for financial institutions and their service providers.

COPPA: Federal law protecting children's privacy online, must be considered if services potentially involve users under 13 years of age.

State Contract Laws: Varying state-specific requirements for contract formation, enforcement, and interpretation that may affect the MSA's terms.

State Data Privacy Laws: State-specific privacy regulations (such as CCPA in California) that may impose additional obligations on data handling and privacy.

Copyright Act: Federal law protecting original works of authorship, crucial for intellectual property provisions in the MSA.

Trade Secrets Protection: Federal and state laws protecting confidential business information, essential for confidentiality provisions.

Fair Labor Standards Act: Federal law establishing wage, hour, and employment standards that may impact service delivery terms.

Federal Arbitration Act: Federal law governing arbitration provisions and enforcement of arbitration agreements in contracts.

State Insurance Requirements: State-specific insurance coverage requirements that may need to be reflected in the MSA's insurance provisions.

Industry-Specific Regulations: Sector-specific regulatory requirements that must be incorporated based on the nature of services being provided.

Professional Licensing Requirements: State and federal requirements for professional licenses or certifications needed to perform certain services.

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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