MSA review without
the lawyer's hourly rate.
Liability caps set below your actual exposure. Auto-renewal clauses buried in schedules. IP assignments conditional on payment. Kontractually reviews master service agreements against your playbook before you sign.
No credit card required. First 3 reviews free.
6 provisions to check in every master service agreement.
Kontractually checks all of these systematically - every MSA, every time. MSAs often attach a service level agreement as a schedule - review both together before you sign.
What is a master service agreement (MSA)? A master service agreement (MSA) — also called a managed service agreement or framework agreement — is a contract that establishes the general terms governing an ongoing commercial relationship, with individual statements of work or orders placed under it. The MSA sets the liability framework, IP ownership, termination rights, and data handling obligations that apply across all work between the parties.
The critical clauses in an MSA are the liability cap (typically 12 months of fees paid), the IP ownership provision (who owns custom deliverables), and the auto-renewal clause. Many businesses sign MSAs that have unlimited liability exposure or IP ownership terms they did not intend because these provisions were buried in boilerplate.
Your playbook defines what gets checked. A standard MSA playbook covers: liability cap level and structure, IP ownership of deliverables, termination rights (convenience and cause), payment terms and invoicing, data handling and privacy obligations, auto-renewal and notice periods, governing law, and dispute resolution process. You can add specific rules for your business standard.
There is no universal standard - it depends on the value and risk of the engagement. Common market positions: 12 months of fees for professional services MSAs, 100% of total contract value for fixed-price projects, and uncapped for fraud, death, personal injury, and IP indemnities. Kontractually flags when a cap falls below your defined threshold.
Kontractually checks for the presence and adequacy of IP assignment clauses. Common issues: assignment language that is conditional on payment (valid but worth noting), licences that expire on termination (leaving you without access to deliverables), and background IP carve-outs that are so broad they effectively limit your use of the deliverables.
Yes. You can upload and review both the MSA and individual SOWs separately. Many issues arise in SOWs that assume terms in the MSA - Kontractually checks each document independently against your playbook.
Most MSAs (15-25 pages) are reviewed in 1-3 minutes. Longer MSAs with multiple schedules may take slightly more. You receive a structured flag report with every clause reviewed.
Also useful
Review every MSA before you sign.
Set up your MSA playbook in 10 minutes. See what Kontractually flags in your current supplier agreements.
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