Standard Master Services Agreement for the United States

Standard Master Services Agreement Template for United States

A Master Services Agreement (MSA) is a comprehensive contract that establishes the fundamental terms and conditions governing the ongoing business relationship between a service provider and client in the United States. It serves as an umbrella agreement under which specific services can be engaged through subsequent Statements of Work. The agreement addresses key aspects including service delivery, payment terms, intellectual property rights, confidentiality, liability limitations, and dispute resolution, while ensuring compliance with federal and state laws.

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What is a Standard Master Services Agreement?

The Standard Master Services Agreement (MSA) is essential for businesses engaging in long-term service relationships in the United States. It provides a foundational legal framework that streamlines future service engagements by establishing standardized terms for confidentiality, liability, intellectual property, and other critical business aspects. This agreement is particularly valuable when multiple services or projects are anticipated over time, as it eliminates the need to negotiate basic terms for each new engagement. The MSA typically works in conjunction with Statements of Work that detail specific service deliverables and project terms.

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

1. Parties: Identification of contracting parties and their legal status

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of services to be provided

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

6. Term and Termination: Duration and conditions for ending the agreement

7. Confidentiality: Protection of proprietary information

8. Intellectual Property: Ownership and usage rights of IP

9. Indemnification: Protection against third-party claims

10. Limitation of Liability: Caps on damages and liability exclusions

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

1. Data Protection: Required when personal data is processed as part of the services

2. Service Levels: Performance metrics and standards for technology or operational services

3. Compliance: Industry-specific regulatory requirements for regulated industries

4. Insurance: Required insurance coverage for high-risk services or large contracts

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

1. Statement of Work: Detailed scope of services and deliverables

2. Service Level Agreement: Performance metrics and remedies

3. Price Schedule: Detailed pricing and rate cards

4. Data Processing Agreement: Specific terms for handling personal data

5. Change Control Procedure: Process for managing changes to services

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): Federal law governing commercial transactions, particularly Article 2 which deals with the sale of goods. Essential for defining terms of service delivery and payment.

Federal Contract Law Principles: Basic principles of contract formation, enforcement, and remedies under federal law, including offer, acceptance, consideration, and breach.

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

HIPAA: Federal healthcare privacy law that may apply if services involve protected health information (PHI).

GLBA: Federal financial privacy law applicable when services involve financial institutions or financial data.

COPPA: Federal law protecting children's online privacy, relevant if services involve collecting data from children under 13.

State Contract Laws: Varying state-specific contract requirements and interpretations that may affect enforcement and terms.

State Data Privacy Laws: State-specific privacy regulations like CCPA (California) or SHIELD Act (New York) that may impose additional obligations.

State Employment Laws: State-specific employment regulations relevant when services involve staffing or personnel.

UETA: State-level electronic signature laws providing legal framework for electronic transactions.

Industry-Specific Compliance: Regulatory requirements specific to the industry in which services are being provided.

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

Intellectual Property Laws: Federal and state laws governing IP rights, protection, and transfer in service relationships.

Export Control Laws: Federal regulations governing international service provision and data transfer.

Anti-trust Regulations: Federal and state competition laws affecting service agreements and market behavior.

Consumer Protection Laws: Federal and state laws protecting consumer rights, applicable if services affect end consumers.

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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