Master Service Agreement (MSA) Clause

A Master Service Agreement (MSA) Clause is a contractual clause in a MSA contract.

• Context:
  • It can (typically) be in a MSA Article.
  • ...
• Example(s):
  • a MSA Scope of Services Clause (a scope of services clause), such as:
    • "The Service Provider agrees to deliver software development, maintenance, and support services as outlined in Schedule A attached hereto. The scope may be adjusted with mutual written consent of both parties."
  • a MSA Payment Terms Clause (a payment terms clause), such as:
    • "Client will compensate the Service Provider with a fixed fee of $50,000, payable in quarterly installments within 30 days of invoice receipt. Late payments accrue interest at a rate of 1.5% per month."
  • a MSA Confidentiality Clause (a confidentiality clause), such as:
    • "Confidential Information received under this MSA shall be maintained in strict confidence by both parties during the term of this Agreement and for a period of five years following its termination. This obligation excludes information that becomes publicly known through no breach of this clause by the receiving party, or is received from a third party without breach of any nondisclosure obligations."
  • a MSA Intellectual Property Rights Clause (a intellectual property rights clause), such as:
    • "All intellectual property developed by the Service Provider during the engagement, related to the Client’s project, will be owned exclusively by the Client, except as otherwise agreed in writing."
  • a MSA Termination Clause (a termination clause), such as:
    • “Either party may terminate this Master Services Agreement or any Statement of Work for any reason upon thirty (30) days' prior written notice to the other party. Such termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the termination effective date."
  • ...
• Counter-Example(s):
  • NDA Clause.
• See: Construction Agreement.

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