Master Services Agreement (MSA) Template for Goods and Services
An MSA is a contract between two parties that sets out the general terms and conditions under which they will do business together. Instead of negotiating a new contract every time a project or service is requested, the MSA establishes the framework so that only the specific details (like pricing, scope, or timelines) need to be added in separate agreements called Statements of Work (SOWs), Work Orders, or Addenda.
Key Elements
An MSA typically covers:
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Scope of relationship – defines the general business relationship between the parties.
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Payment terms – outlines how invoices will be issued and paid.
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Confidentiality – ensures sensitive information remains protected.
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Intellectual property rights – specifies ownership of work created.
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Indemnification – clarifies who is responsible if something goes wrong (like legal claims).
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Liability limitations – caps or limits damages that can be claimed.
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Termination clauses – explains how either party can end the agreement.
Benefits
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Efficiency – faster execution of future projects since only project-specific details need to be negotiated.
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Consistency – uniform terms across all engagements.
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Risk reduction – clear upfront agreement on liability, IP, and confidentiality.
Included as attachments to this article are samples MSAs for Goods and also for Services. The MSA should be reviewed before being signed by a VP or higher. Any updates made to the template need to reviewed by Strategic Sourcing and potentially Legal.
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