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Intellectual Property Law

: Business and Technology Law

Master Service Agreements

By Stephanie Robinson

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The master service agreement for MSP's defines the terms and conditions of the relationship between the MSP and its client related to all managed services and project based work. There are several critical provisions that are necessary to protect the MSP's legal rights in a master service agreement. The indemnification provision of the master service agreement is one of the most frequenty negotiated by MSP's and their clients. The indemnification provision of a master service agreement sets forth the risks that each party will be undertaking in the event of a claim or loss arising out of or relating to the services being provided. The indeminication section of a master service agreement frequently will say "MSP agrees to defend, indemnify, and hold customer harmless for any and all claims . . . ." End-users frequenly seek broad indemnification language from the MSP defining the scope of claims covered as broadly as possible. The MSP should be careful not to assume legal risks that can be adverse to its business in the event of a claim by it customer or a third-party. We recommend that all MSP's carry professional liability insurance and that the indemnity provisions in the master service agreement are carefully tailored to the coverages provided under the insurance contract. For example, if the MSP has Managed Service Professional Liability insurance, the indemnity provision in the MSP Master Service Agreement should be drafted so the MSP agrees to contractually provide the same indemnities that the insurance company covers. By tailoring the indemnification to the language in the professional liability insurance, the MSP is able to offer broad indemnification to its clients without undertaking risks for which insurance has not been obtained.

Full post as published by Business and Technology Law on May 14, 2008 (boomark / email).