Establishing an MSA with Your IT Vendor 

A Master Service Agreement (MSA) is a contract between two or more parties that establishes the terms and conditions that govern current and future joint activities. It creates a foundation for future collaborations by codifying the fundamental aspects of their working relationship that will apply across all future interactions. In essence, an MSA acts as an umbrella contract under which the parties can execute multiple subsequent agreements (contracts, statements of work, etc.) quickly and easily. 

Because of their nature, MSAs are primarily reserved for situations when the parties know there will be an ongoing relationship that may include many individual projects. For example, an MSA may be used between a software vendor and a client to make it easier to execute contracts for implementation, upgrades, or subscription/licensing. 

When establishing an MSA with an IT software vendor, you want to clearly define expectations and accountabilities for both parties. This should include (but is not limited to): 

• Subscription terms and renewals 

• Available service levels 

• Ownership of intellectual property  

• Ownership of data stored in the system 

• Data security and protection 

• Payment terms and schedules 

• Audit roles and requirements  

• Confidentiality expectations 

• Terms for termination of the agreement 

• Access control  

• Inspection support  

If you are creating an MSA with your software vendor, including the above will ensure a solid foundation for your collaboration. With this agreement in place, both parties will understand their accountabilities, and your joint ventures will be smooth sailing.