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Master Services Agreement (MSA)

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Tabitha Lindsay Project Manager II| Cook MyoSite Clinton, Ia, United States
Hi all. I work for a small company that would like to put an MSA in place, but we don't have any real world examples. I was wondering if anyone could provide an example or let me know where I can find the best template? Thanks in advance.
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Thomas Walenta Global Project Economy Expert Hackenheim, Germany
Tabitha,

I would ask a lawyer. I saw many MSAs and all were created by lawyers. MSAs contain legal terms and conditions and general commitments that you do not want to negotiate with every new order governed by the MSA.

What is in there depends on what you (and your contractor) can agree on in general, like a change process, how scope is described, how a price is determined (e.g. fixed rate table), dispute resolution terms, and probably a template for orders. Do not forget an evaluation process after orders are closed.

Benefits of MSAs is that the ordering / procurement process is quicker and cheaper, if orders are delivered satisfactory that trust is build, disputes may be limited. One dis-benefit is that competition is limited, but that can be offset if you agree on volume discounts.

Include a term that MSAs are to be reviewed and renogotiated every year or so.
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Nour Alkazaz Mississauga, Ontario, Canada
I agree with Thomas. A lawyer can also inform you of any obligations you may have in your jurisdiction relating to the product or service you are offering.
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Tabitha Lindsay Project Manager II| Cook MyoSite Clinton, Ia, United States
Thanks for your help. I will relay this to my boss.
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Kiron Bondale Retired | Mentor| Retired Welland, Ontario, Canada
In general, the MSA should cover:

1. What products/services are in and out of scope
2. Who the key points of contact
3. Any exceptions and how to deal with those
4. T's & C's around conflict resolution, change management and any other clauses which would uniformly apply to all engagements between the parties
5. The duration of the MSA and any T's and C's around renewal or early termination

Kiron
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1 reply by Stéphane Parent
Apr 28, 2020 7:49 PM
Stéphane Parent
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Let's not forget liability, non-compete and non-poaching. Those are usually big sticklers for both sides.
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Stéphane Parent Self Employed / Semi-retired| Leader Maker Prince Edward Island, Canada
Apr 28, 2020 5:28 PM
Replying to Kiron Bondale
...
In general, the MSA should cover:

1. What products/services are in and out of scope
2. Who the key points of contact
3. Any exceptions and how to deal with those
4. T's & C's around conflict resolution, change management and any other clauses which would uniformly apply to all engagements between the parties
5. The duration of the MSA and any T's and C's around renewal or early termination

Kiron
Let's not forget liability, non-compete and non-poaching. Those are usually big sticklers for both sides.
...
1 reply by Kiron Bondale
Apr 29, 2020 7:58 AM
Kiron Bondale
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Absolutely Stéphane! I would expect there would be lots of such T's and C's as I'd called out in point #4.

Others would include rules of engagement around resource substitution, ownership of intellectual property and so on.

Kiron
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Kiron Bondale Retired | Mentor| Retired Welland, Ontario, Canada
Apr 28, 2020 7:49 PM
Replying to Stéphane Parent
...
Let's not forget liability, non-compete and non-poaching. Those are usually big sticklers for both sides.
Absolutely Stéphane! I would expect there would be lots of such T's and C's as I'd called out in point #4.

Others would include rules of engagement around resource substitution, ownership of intellectual property and so on.

Kiron
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Peter Rapin Subject Matter Expect; Project Delivery| Independent Consultant Ontario, Canada
Suggest you check with typical government procurement documents in you r area. They are usually available on line as public documents for tendering purposes. You may be able to use them as a guide.

Another option is to look at local associations that represent firms interested in responding to your MSA. They may have standards you can use as a guide.

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