Software Master Services Agreement for the United States

Software Master Services Agreement Template for United States

A Software Master Services Agreement is a comprehensive legal contract governed by U.S. law that establishes the framework for ongoing software services between a provider and client. It covers essential elements including service delivery, payment terms, intellectual property rights, data protection, warranties, and liability limitations. The agreement incorporates federal regulations such as the DMCA and state-specific requirements, while addressing industry-specific compliance needs such as HIPAA or PCI DSS where applicable.

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What is a Software Master Services Agreement?

A Software Master Services Agreement (MSA) serves as the foundational contract for organizations engaging in ongoing software service relationships. This document is particularly relevant in the United States market, where it must comply with federal and state-specific regulations governing software licensing, data protection, and electronic transactions. The MSA establishes the legal framework for service delivery, outlines responsibilities and obligations of both parties, and includes provisions for intellectual property protection, data security, and service level commitments. It's designed to provide flexibility for future services while maintaining consistent terms across multiple engagements.

What sections should be included in a Software Master Services Agreement?

1. Parties: Identifies and defines the contracting parties

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

3. Definitions: Defines key terms used throughout the agreement

4. Services: Detailed description of software services to be provided

5. Payment Terms: Fees, payment schedule, and related financial terms

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

7. Intellectual Property Rights: Ownership and usage rights of software and related materials

8. Confidentiality: Protection of confidential information

9. Data Protection: Data handling and privacy requirements

10. Warranties: Service and performance guarantees

What sections are optional to include in a Software Master Services Agreement?

1. Change Control: Process for managing changes to services - recommended for complex or long-term engagements

2. Disaster Recovery: Business continuity procedures - recommended for critical systems or regulated industries

3. Source Code Escrow: Terms for source code protection - recommended when source code access might be required

4. Service Credits: Compensation for service level failures - recommended for SLA-driven agreements

What schedules should be included in a Software Master Services Agreement?

1. Service Level Agreement (SLA): Detailed service performance metrics and standards

2. Service Description: Detailed technical specifications of services

3. Pricing Schedule: Detailed breakdown of fees and charges

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

5. Security Requirements: Security standards and protocols

6. Support Services: Details of maintenance and support provisions

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
Clauses
Industries

Uniform Commercial Code (UCC) - Article 2B/UCITA: Federal legislation governing software licensing and transactions in the United States

Digital Millennium Copyright Act (DMCA): Federal law that protects copyrighted software and addresses anti-circumvention provisions

Federal Copyright Act: Core legislation governing software protection and ownership rights

Gramm-Leach-Bliley Act: Federal law governing data privacy and security requirements for financial services sector

HIPAA: Federal healthcare privacy law that may apply if software involves healthcare data or services

California Consumer Privacy Act (CCPA): State-specific data privacy law that may apply if dealing with California residents' data

Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use software

International Traffic in Arms Regulations (ITAR): Federal regulations controlling export of defense-related software and technical data

Americans with Disabilities Act (ADA): Federal law requiring software accessibility considerations

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation

State Data Privacy Laws: Various state-specific regulations governing data protection and privacy requirements

State Consumer Protection Laws: State-specific laws protecting consumers in software transactions

Payment Card Industry Data Security Standard (PCI DSS): Industry standard for handling payment card data in software systems

Sarbanes-Oxley Act (SOX): Federal law requiring specific controls and reporting for publicly traded companies

State Data Breach Notification Laws: State-specific requirements for notifying affected parties in case of data breaches

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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