Section 1: Opening
A Master Services Agreement (MSA) in Indiana is a foundational legal contract that sets the terms and conditions for ongoing and future business engagements between a service provider and a client. It establishes the groundwork for all projects, allowing parties to add specific details through Statements of Work (SOWs) without renegotiating the entire agreement each time.
Section 2: Definition Box
Definition: An Indiana Master Services Agreement is a comprehensive contract used to outline the general terms of service between a client and a service provider within Indiana. It covers key elements such as payment terms, liability, intellectual property rights, and dispute resolution, ensuring that all parties are aligned legally and operationally for future projects.
Section 3: Why You Cannot Use a Generic MSA in Indiana
Using a generic MSA template in Indiana can expose businesses to significant legal risks due to the state's specific legal requirements and business practices. Here are three critical areas where Indiana law impacts MSAs:
3a. Worker Classification Rules
Indiana follows the common law test for determining whether a worker is an independent contractor or an employee. This test considers several factors, including the degree of control the employer has over the work and whether the worker is engaged in an independent business. Misclassifying a worker can lead to penalties such as back taxes and fines. According to Indiana Code § 22-4-8-1, employers must correctly classify workers to avoid these liabilities, which can include paying for unemployment insurance and other benefits retroactively.
3b. Non-Compete Enforceability
Non-compete agreements are enforceable in Indiana but must meet specific criteria to be considered valid. They must be reasonable in scope, duration, and geographic area, and they must protect a legitimate business interest. Indiana courts, as per the ruling in Central Indiana Podiatry, P.C. v. Krueger (2008), assess whether the restrictions are necessary to protect the employer's interests without being overly restrictive on the employee's ability to work. Alternatives to non-competes include confidentiality agreements and non-solicitation clauses, which are often more enforceable.
3c. IP/Work-for-Hire Considerations
In Indiana, intellectual property rights can be assigned through contracts, but it is crucial to clearly outline whether the work is considered 'work-for-hire' or if the IP is assigned post-creation. Indiana Code Title 26 governs these aspects, and improper handling can lead to disputes over ownership. Ensuring that IP clauses are clear and mutually agreed upon helps prevent future litigation.
Section 4: What's Included in This Template
Flexible SOW Structure
The template includes a flexible SOW structure that allows for detailed project-specific terms, ensuring clarity and ease of use for each engagement.
Indiana-Specific Indemnification
Our MSA includes indemnification clauses tailored to Indiana law, balancing risk between the client and provider, and includes exceptions for gross negligence and willful misconduct.
Dispute Resolution and Venue
The agreement specifies Marion County, Indiana, as the venue for dispute resolution, aligning with Indiana Code § 34-11-2-11 to ensure local jurisdiction.
- Statute of limitations for written contracts: Indiana Code § 34-11-2-11
- Interest rate on late payments: Indiana Code § 24-4.6-1-102
- Data privacy compliance: Indiana Code § 24-4.9-1-1 et seq.
Section 5: Who Needs This Document?
| User Type | Relationship | Key Benefit |
|---|---|---|
| Creative Agencies | Retainers with corporate clients | Streamlines project initiation and SOW approvals |
| Consultants | Long-term advisory roles | Clearly defines scope and billing terms |
| Software Developers | Project-based milestones | Protects intellectual property until payment is complete |
| Marketing Freelancers | Multiple client engagements | Ensures compliance with Indiana employment laws |
Section 6: How to Use This MSA Template
Step 1: Define the Parties
Identify the legal names and entity types of both the provider and the client, ensuring accuracy with Indiana business registry records.
Step 2: Set the Term
Decide whether the agreement is for a fixed term or auto-renews, providing flexibility for ongoing business relationships.
Step 3: Attach Your First SOW
Use the provided SOW template to specify project details, timelines, and payment terms for the initial engagement.
Step 4: Execute the Agreement
Both parties should sign the MSA once, with future projects requiring only the execution of new SOWs under the existing terms.
Section 7: Already Receiving Contracts from Clients?
When receiving contracts from clients, it is crucial to review them for Indiana-specific legal considerations, such as non-compete enforceability and IP clauses. Use Contract Analyze to identify potential risks and ensure compliance.
Section 8: Download Options
- Free PDF Version: Available for review and easy reference.
- Editable Word/Google Docs Version: Includes customization guidance for specific business needs.
Section 9: Disclaimer
This template is intended for B2B relationships in Indiana and is not a substitute for legal advice. Consult an Indiana-licensed attorney for specific legal guidance.
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