What Is a Kansas MSA?
A Kansas Master Services Agreement (MSA) is a foundational contract used between a service provider and a client to establish the terms of their business relationship. It sets out the general terms and conditions that will govern future transactions and projects, allowing for the addition of specific Statements of Work (SOWs) for individual engagements.
Definition
Definition: A Kansas Master Services Agreement is a comprehensive contract between two parties, typically a service provider and a client, operating within Kansas. It outlines the overarching legal framework, including payment terms, liability limits, and intellectual property rights applicable to all future projects. By signing a single MSA, parties can attach specific "Statements of Work" (SOWs) for individual tasks without renegotiating the entire agreement.
Why You Cannot Use a Generic MSA in Kansas
Worker Classification Rules
Kansas utilizes the common law test for determining worker classification, which focuses on the degree of control a company has over the worker. This is crucial for distinguishing between employees and independent contractors. Misclassification can lead to significant penalties, including back taxes and fines. According to the Kansas Department of Labor, misclassified workers may result in the employer being liable for unpaid unemployment taxes and other penalties. It is essential to ensure that all workers are correctly classified to avoid these repercussions.
Non-Compete Enforceability
In Kansas, non-compete agreements are enforceable but must meet certain criteria to be considered valid. According to Kansas law, a non-compete must be reasonable in scope, duration, and geographic area. Typically, the duration should not exceed two years, and the geographic scope should be limited to areas where the employer has a legitimate business interest. The agreement must also protect a legitimate business interest, such as trade secrets or customer relationships. Failure to meet these criteria can render a non-compete unenforceable. For more details, refer to K.S.A. 84-1-105.
IP/Work-for-Hire Considerations
Kansas follows federal guidelines for intellectual property (IP) assignments and work-for-hire arrangements. In a work-for-hire scenario, the employer automatically owns the copyright to the work created by an employee. For independent contractors, explicit written agreements are necessary to transfer IP rights. This ensures that the client retains ownership of the work product, preventing disputes over IP rights.
What's Included in This Template
Flexible SOW Structure
The MSA includes a flexible Statement of Work (SOW) framework, allowing parties to define project-specific details like deliverables, timelines, and payment terms without altering the core agreement.
Kansas-Specific Indemnification
The indemnification clause is tailored to Kansas law, balancing risk between both parties and including exceptions for gross negligence and intentional misconduct.
Dispute Resolution and Venue
Disputes under this MSA are resolved in Johnson County, Kansas, ensuring that legal proceedings occur within a familiar jurisdiction, as per K.S.A. 84-1-105.
- 5-year statute of limitations for written contracts (K.S.A. 60-511)
- Interest rate on late payments set at 10% per annum (K.S.A. 16-201)
- Compliance with Kansas Consumer Protection Act (K.S.A. 50-623 et seq.)
Who Needs This Document?
| User Type | Relationship | Key Benefit |
|---|---|---|
| Creative Agencies | Retainers with corporate clients | Streamlines project-specific agreements |
| Consultants | Long-term advisory roles | Clearly defines scope and billing rates |
| Software Developers | Project-based milestones | Protects IP until final payment |
| Marketing Freelancers | Multiple client engagements | Ensures compliance with Kansas laws |
How to Use This MSA Template
Step 1: Define the Parties
Fill in the legal names and entity types of both the service provider and the client. Ensure accuracy to avoid future legal complications.
Step 2: Set the Term
Decide if the agreement will be for a fixed term or if it will automatically renew. Clearly state this in the MSA to manage expectations.
Step 3: Attach Your First SOW
Use the provided SOW template to outline the specifics of the first project, including deliverables, deadlines, and payment terms.
Step 4: Execute the Agreement
Both parties should review and sign the MSA. Future projects will only require signing a new SOW, as the MSA terms will automatically apply.
Frequently Asked Questions
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