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PLAYBOOK TEMPLATES

Master Services Agreement (MSA)

An MSA sets the overarching terms governing ongoing services between parties, providing a foundation for future statements of work or projects. This playbook breaks down best practices for managing risk, defining scope, and balancing flexibility with legal protection.

Term and Termination

Why This Matters: Robust termination provisions protect against being locked into unfavorable arrangements and limit post-termination liabilities.

Negotiation strategy

If you're the Company:

Ensure the termination clause aligns with your strategic exit plans. Negotiate for specific termination triggers that protect your interests and include reasonable notice periods.

If you're the Contractor:

Advocate for clear and fair termination terms that allow flexibility. Ensure post-termination obligations are limited and manageable.

Essential elements

1

Contract Duration

Defines the length of the contract.
2

Renewal Conditions

Outlines terms for contract renewal.
3

Termination Triggers

Specifies events that allow termination.

Action framework

ACCEPT

Propose edits when termination triggers are vague or notice periods are too short.

EDIT

Reject if the clause lacks clear termination rights or imposes excessive post-termination obligations.

ADD

Add language if the clause is missing or lacks jurisdiction-specific requirements.

PRO TIP

Always align termination provisions with your business's risk management strategies.

Example clauses

FAVORABLE

Preferred Termination Clause

"This Agreement shall commence on [Start Date] and continue for a period of [Duration]. Either party may terminate this Agreement upon [Notice Period] written notice if [Termination Trigger]. Upon termination, the parties shall fulfill any outstanding obligations as outlined in [Post-Termination Obligations]."
NEUTRAL

Standard Termination Clause

"The Agreement may be terminated by either party with [Notice Period] notice if [General Termination Trigger]."
UNFAVORABLE

Open-Ended Termination Clause

"The Agreement shall continue indefinitely unless terminated by mutual consent."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses allow for quick exits to mitigate potential losses. Include specific risk-related triggers.

Long-Term Partnerships

For long-term partnerships, focus on renewal conditions and ensure termination rights are balanced to maintain relationship stability.

Jurisdiction-Specific Contracts

Adjust termination clauses to comply with local laws, ensuring notice periods and triggers meet jurisdictional requirements.
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