What Is a Georgia MSA?

A Georgia Master Services Agreement (MSA) is a comprehensive contract framework used between service providers and clients to outline the terms of service delivery. It sets the groundwork for all future transactions, allowing for the use of simple Statements of Work (SOWs) for individual projects without renegotiating the entire contract.

Definition

Definition: A Georgia Master Services Agreement is a contract that establishes the legal terms—such as payment, liability, intellectual property rights, and dispute resolution—between a client and a service provider. This agreement applies to all future engagements, with specific project details captured in separate Statements of Work (SOWs).

Why You Cannot Use a Generic MSA in Georgia

Using a generic MSA in Georgia can expose your business to significant legal risks due to state-specific laws and regulations. Here are three critical areas where Georgia law diverges from other jurisdictions:

Worker Classification Rules

Georgia uses the common law test to determine worker classification, focusing on the degree of control the employer has over the worker. This is outlined in O.C.G.A. § 34-8-35. Misclassification can lead to severe penalties, including back taxes, fines, and liability for employee benefits. Employers must ensure that independent contractors are genuinely independent, meaning they control their work methods and are not integral to the business.

Non-Compete Enforceability

In Georgia, non-compete agreements are enforceable but must meet specific criteria to be valid. According to O.C.G.A. § 13-8-53, non-competes must be reasonable in duration, geographic scope, and the nature of the restricted activity. Typically, a duration of two years is considered reasonable. Employers must also demonstrate a legitimate business interest, such as protecting trade secrets or customer relationships. Alternatives like non-disclosure agreements may be used to protect business interests without imposing a non-compete.

IP/Work-for-Hire Considerations

Georgia law allows for intellectual property (IP) assignments and recognizes work-for-hire arrangements. However, it's crucial to clearly define these terms in the MSA. Without explicit agreements, the creator of the work may retain IP rights. Therefore, MSAs should include clauses that specify whether the work is made for hire or if IP rights are assigned to the client upon completion.

What's Included in This Template

Flexible Statement of Work (SOW) Structure

The MSA includes a flexible SOW structure that allows for easy customization of project-specific details, such as deliverables, timelines, and fees.

Georgia-Specific Indemnification

The indemnification clause is tailored to Georgia law, ensuring that liability is fairly allocated between the parties, with carve-outs for gross negligence and willful misconduct.

Dispute Resolution and Venue

The template specifies arbitration in Atlanta, Georgia, as the preferred method for dispute resolution, aligning with O.C.G.A. § 9-9-1 et seq.

• Statute of Limitations: Acknowledgment of O.C.G.A. § 9-3-24
• Interest on Late Payments: As per O.C.G.A. § 7-4-16
• Data Privacy Compliance: Under O.C.G.A. § 10-1-910 et seq.

Who Needs This Document?

How to Use This MSA Template

Step 1: Define the Parties

Enter the full legal names and entity types of both parties, ensuring accuracy as per Georgia business registration.

Step 2: Set the Term

Decide whether the agreement is for a fixed term or will auto-renew. Evergreen contracts continue until terminated by either party.

Step 3: Attach Your First SOW

Include specific project details in the SOW, such as scope, timeline, and payment terms, to avoid confusion.

Step 4: Execute the Agreement

Both parties should sign the MSA. Future projects will only require signing new SOWs, with the MSA terms automatically applying.