What Is a Massachusetts MSA?

A Massachusetts Master Services Agreement (MSA) is a foundational contract between a service provider and a client, setting the terms for all future projects. This agreement covers payment terms, liability, intellectual property, and dispute resolution, streamlining the process by allowing the parties to execute simple Statements of Work (SOWs) for individual projects without renegotiating the entire agreement.

Definition

Definition: A Massachusetts Master Services Agreement is a comprehensive contract that governs the relationship between two parties, typically a client and a service provider, within Massachusetts. It establishes the legal framework for future projects, covering essential terms such as payment, liability, and intellectual property rights. Instead of drafting a new contract for each engagement, parties sign a single MSA and attach "Statements of Work" (SOWs) for specific tasks.

Why You Cannot Use a Generic MSA in Massachusetts

Massachusetts has specific legal requirements that make using a generic MSA risky. A Massachusetts-specific MSA ensures compliance with local laws, protecting both parties from potential legal and financial pitfalls.

Worker Classification Rules

Massachusetts uses the ABC test to determine whether a worker is an independent contractor or an employee, as outlined in M.G.L. c. 149, § 148B. Under this test, a worker is considered an independent contractor only if all three conditions are met: (A) the worker is free from control and direction in performing the service, (B) the service is performed outside the usual course of the business of the employer, and (C) the worker is customarily engaged in an independently established trade. Misclassification can result in penalties, including back taxes and fines, as enforced by the Massachusetts Attorney General's Office.

Non-Compete Enforceability

In Massachusetts, non-compete agreements are enforceable but must meet specific criteria to be considered valid. According to M.G.L. c. 149, § 24L, non-competes must be reasonable in scope, duration, and geographic area. They must also protect a legitimate business interest, such as trade secrets or goodwill. Alternatives to non-competes include confidentiality agreements and non-solicitation clauses, which are often more enforceable.

IP/Work-for-Hire Considerations

Massachusetts follows federal guidelines for intellectual property and work-for-hire agreements. Typically, a work-for-hire agreement means that the employer owns the copyright to works created by an employee. However, for independent contractors, explicit IP assignment clauses are necessary to transfer ownership of the created work to the client. It's crucial to clearly define these terms in your MSA to avoid disputes over IP rights.

What's Included in This Template

Flexible Statement of Work (SOW) Structure

The MSA allows for a flexible SOW structure, enabling parties to define specific deliverables, timelines, and fees for each project without renegotiating the entire agreement.

Massachusetts-Specific Indemnification

The indemnification clause is tailored to Massachusetts law, ensuring that risk is fairly distributed between the client and service provider, with carve-outs for gross negligence and willful misconduct.

Dispute Resolution and Venue

The template designates Suffolk County Superior Court or the U.S. District Court for Massachusetts as the venue for resolving disputes, ensuring that any legal proceedings occur within the state.

• Statute of limitations for contracts: 6 years (M.G.L. c. 260 § 2)
• Data privacy compliance: Massachusetts Data Privacy Act (M.G.L. c. 93H)
• Interest rate for late payments: 12% per annum (M.G.L. c. 231 § 6C)

Who Needs This Document?

How to Use This MSA Template

Step 1: Define the Parties

Fill in the legal names and entity types for both the Provider and Client, ensuring accuracy as registered with the Massachusetts Secretary of State.

Step 2: Set the Term

Decide on a fixed term or an evergreen agreement that auto-renews until either party provides notice of termination.

Step 3: Attach Your First SOW

Use the attached SOW template to specify the scope, timeline, and payment terms for your first project, keeping the MSA terms consistent.

Step 4: Execute the Agreement

Both parties should sign the MSA once. For future projects, only a new SOW needs to be signed, with the MSA terms automatically applying.