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    Agreements (Services)

 

  • A services agreement (SA) is a legal document between a service provider – who may be a subject matter expert (SME) skilled in providing some particular form of service – and an individual or legal entity that requires that particular service to be performed.

 

  • Any activity or function may be considered a "service".

 

  • Because an SA is such a prevalent form of arrangement, it may also be known as an agreement for services, consulting services agreement, general services agreement, independent contractor agreement, service-level agreement (SLA), services contract, standard services agreement, or various other designations.

 

  • Due to the nature of the contracting arrangement involving an SA, besides the unique provisions necessary to effectuate the particular work contemplated in the SA – the most important of which should be the detailed description of the particular work to be performed by the recipient legal entity, under what circumstances, pursuant to what schedule and under what quality standards – the SA should also contain the usual general provisions – all the relevant definitions for important terms used in the agreement (in particular, for any IP technical terms that may be necessary to understand the use of the license being granted to the licensee); change in ownership; compliance with all applicable domestic and international laws; consequences of force majeure; contact information for notices; contact information for the parties; data privacy; data security; detailed description of IP ownership and rights between the parties; disclaimer of damages (such as consequential, incidental, lost profits, special or the like); governing law; governing language; identification of the parties; indemnification; insurance; limitation of liability; independent contractor status statement; no assignment without prior consent; non-compete; non-disclosure; non-solicitation; order of precedence for attachments and exhibits; representations and warranties; term of the agreement; termination (whether for cause or without cause, and outlining all the predicate events of breach and default); UCC title considerations.

 

  • Next in importance may be the provision outlining the protocol for amendment of the original SA, due to any number of reasons, whether by a Change Order, Addendum or otherwise, due to factors such as hidden conditions that may unexpectedly impede the originally-anticipated work schedule, changes in design by the client (particularly-prevalent in home improvement situations), sudden unavailability of critical materials (such as might result from , or logistical problems), inaccurate construction or fabrication drawings or specifications, and the like.

 

  • A Master Services Agreement (MSA) is a type of SA, generally used when the parties anticipate a long-term relationship (perhaps of two or more years), in which a majority of the terms and conditions that the parties anticipate will be common to all their agreements going forward are included, obviating the need to include such terms and conditions in each such future agreement between the parties, and where each future agreement between the parties is drafted as a consecutively-numbered statement of work (SOW) or work order (WO), that includes generally only a detailed description of the work to be performed under such SOW or WO, and the schedule therefore, and which refers back to the original MSA by name and date, and includes affirmative statements to the effect that such MSA is incorporated by reference into the particular SOW or WO, and that in the event of non-conflicting provisions between the SOW or WO and similar provisions in such MSA, the terms and conditions of such non-conflicting provisions in such MSA shall take precedence, but in the event of conflicting provisions between the SOW or WO and similar but conflicting provisions in such MSA, such conflicting provisions of the SOW or WO shall take precedence over such similar but conflicting provisions in such MSA, since such conflicting provisions of the SOW or WO are later in time.

 

  • Experience with drafting, negotiating, managing, amending and litigating SAs and MSAs across numerous business sectors and involving numerous types of services to be performed.

 

    Last updated 201203_1345

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