Master Services Agreement
Practitioner reference for negotiating, reviewing, and signing an MSA. Built for in-house counsel who return to the same document over a multi-week negotiation.
The Moment
A vendor sent over their MSA template. You have a week to read it, redline it, and send it back. The contract is fifty pages of boilerplate plus an SOW that points to a hyperlinked SLA, an Acceptable Use Policy that can change without notice, and a liability cap that quietly excludes the only thing you actually care about. You are not going to negotiate every clause. You need to know which six things matter, where the risk lives, and what you can ignore. This guide is organized for the way you actually work — orient first, scan watchpoints, then jump straight to the clause you are negotiating today.
Bookmark the clause sub-pages. You will be back tomorrow.
Orient
Watchpoints
Risk Allocation
IP Indemnification
What the vendor's IP indemnity actually covers, what the typical exclusions remove, and the gap you need to close.
Liability Cap
What the cap actually covers, what it doesn't, and the carveouts that let you collect when it matters.
Warranty
Why the standard warranty clause does not protect you the way you think it does, and what to ask for instead.
Auto-Renewal
How auto-renewal language extends the contract by default, what notice windows actually mean, and the language to insert.
SLA & Remedies
Service-level commitments, the credit-as-sole-remedy trap, and how to keep the SLA from becoming an empty promise.
At the Table
Final Pass
Negotiating an AI vendor MSA?
The AI edition of this guide covers the clauses that exist only because AI is in the deal — the AI addendum, training data rights, compliance burden — plus the standard MSA clauses with their AI-specific overlays.
Open the MSA + AI Provisions guide arrow_forward