an obligation to comply with relevant data privacy laws and regulations.\u00a0<\/li>\n<\/ul>\n\n\n\nPricing and Payment<\/h3>\n\n\n\n
Provisions around price reviews and calculations in an MSA are critically important to get right. MSAs should include provisions allowing fee increases or adjustments, given the ongoing nature of the arrangements under this type of agreement. This can also mean that the price is agreed on a per-order basis, to allow both parties flexibility as and when projects arise.<\/p>\n\n\n\n
Spell out invoicing procedures, late payment penalties, and a fair process for resolving billing disputes. A particular area of focus should be late payments, and what happens in the event the paying party does not pay on time. You will save time and money by avoiding costly disputes later on down the line, with explicit, unambiguous provisions in the MSA that address late payment consequences in a clear manner. <\/p>\n\n\n\n
Liability and Indemnification<\/h3>\n\n\n\n
You want the MSA to limit your business\u2019s exposure to liability as much as possible. It should clearly define each party\u2019s liabilities, any caps on damages, indemnification requirements, and insurance obligations. Pay close attention to terms covering third-party claims, IP infringement, data breaches, and indemnities that cover the other side\u2019s indirect losses.<\/p>\n\n\n\n
You should ensure that you are not providing overly broad indemnities that expose you to significant liability. Remember, indemnities are essentially a promise to compensate a party for any losses incurred when a specified event occurs. Providing open-ended indemnities in an MSA without limitations on your liability means the other contracting party could claim an amount far greater than the value of the services when things go wrong.<\/p>\n\n\n\n
Contract Duration and Termination<\/h3>\n\n\n\n
Consider the length of the contract term, as well as the conditions for renewal or early termination. As a business owner, you want flexibility to end the relationship if needed while accounting for impacts on ongoing operations. Review termination notice periods, obligations regarding data\/materials after termination, and any transition assistance requirements.<\/p>\n\n\n\n
Governing Laws and Dispute Resolution<\/h3>\n\n\n\n
If a dispute arises, the MSA’s terms on governing laws and resolution methods will come into play. Consider which country’s laws will apply and whether you prefer litigation, arbitration, or mediation for settling disagreements. These provisions significantly affect costs and timelines for resolving conflicts, particularly where the services are being provided by a party outside of the United Kingdom.<\/p>\n\n\n\n
Non-Solicitation and Non-Compete Terms<\/h3>\n\n\n\n
Depending on the services, the MSA may restrict one party from soliciting the other’s employees or competing after the contract ends. Review these carefully – you want to protect your legitimate business interests without overly limiting your future options for staffing or operations.<\/p>\n\n\n
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