Commercial
Master service agreement (MSA)
The umbrella contract that individual pieces of work hang from.
Definition
A framework agreement covering the terms that do not change between engagements: liability, confidentiality, IP, data protection, payment terms and termination. Each piece of work is then agreed in a shorter statement of work referencing it.
Why it matters
The MSA is negotiated once and governs everything afterwards, so the effort belongs there rather than in each SOW. The clauses worth your lawyer's time are liability caps, IP assignment and termination for convenience. Discovering a bad cap during a dispute is the expensive version of reading it now.
Related
Read next
Statement of work (SOW)
The document that defines what is being delivered.
Read the definition ›IP assignment
The clause that makes the work you paid for actually yours.
Read the definition ›Non-disclosure agreement (NDA)
The mutual promise not to repeat what each side learns.
Read the definition ›Notice period
How long you must keep paying after you decide to stop.
Read the definition ›Next step
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