A Master Service Agreement("MSA") is an agreement in which two parties, a client and a service provider, consent to the terms and conditions to regulate every long-term transaction between them. 

The MSA is the master agreement that regulates the high-level structure of the relationship. Following the MSA, there is usually a series of Statement of Work (“SOWs”), outlining each phase of the project. The MSA will define the scope of work, payment terms, change orders, dispute resolution, and termination. 

MSA contracts are useful in sectors that involve a large number of transactions between the provider of service and a customer. It may include a separate SOW for each.

The purpose of an MSA is to set the terms of the contractual relationship. It aims to establish a system for accomplishing the work that needs completion. It helps to provide an efficient way to keep the task on track and resolve any possible disputes during the project. 

Advantages of a Master Service Agreement

The Master Service Agreement covers the entire relationship between a service provider and customer, covering all aspects of the contract that are likely to arise. Such an agreement is advantageous to have in place before starting a long-term relationship. It provides a framework to negotiate agreements efficiently. Therefore, the same terms do not require repetitive negotiation for deals that are very similar to each other.

Essentials of a Master Service Agreement

• The terms of the contract must be futuristic with the view of issues faced by parties. 
• Essential elements of an MSA can include clauses on excluded services, confidentiality, warranty, payment, limitation of liability, forum, etc.

Basic Terms of a Master Service Agreement

 While MSAs vary extensively, there are many common subject matter areas written in Master Service Agreements. Some are heavily negotiated by service providers and customers, while others merely have normal contracting variations. 

• Dispute resolution clause; the seat of arbitration, venue of arbitration, and laws regulating the arbitration.
• Intellectual property rights; this part of the contract deals with the intellectual properties created or arising out of the business transaction. 
• Confidentiality term; this a broadly used term of the contract especially, by the data processing companies.
• Indemnity; the main clause of any contract, which is most commonly used to sue the other party and third party sue the parties to contract for compensation.
• The way by which a particular condition or term is to be performed,
• The benchmark for the service provided or products delivered.
• The outcomes of the breach of contract or non-compliance of terms.
• Handling of the employee and soliciting their clients.
• Warranty and guarantee.
• Method of payment of fees and other professional charges.

Required Documents for registration of an MSA

• Government ID proof with photo.
• Incorporation certificate.
• Address proof.
• The financial statement of both companies for the preceding financial year.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.