Is this MSA template valid for employees?

No. This Master Services Agreement is strictly for B2B relationships and Independent Contractors. Using this template for an employee relationship could result in misclassification penalties under Michigan law.

Does this template include a Non-Disclosure Agreement (NDA)?

Yes. This template includes a comprehensive confidentiality section that functions as an integrated NDA, protecting trade secrets and client data.

Can I modify the non-compete clause in this template?

Yes, but any modifications must comply with Michigan's requirements for reasonableness in scope, duration, and geographical area to remain enforceable.

What is the statute of limitations for contract disputes in Michigan?

The statute of limitations for written contracts in Michigan is six years, as specified in MCL 600.5807.

Are there specific requirements for IP assignment in Michigan?

While Michigan recognizes IP assignments, it is crucial to clearly outline the terms of IP transfer in the MSA to avoid disputes.

How does this template handle late payment issues?

The template includes provisions for an 18% per annum interest rate on late payments, in accordance with MCL 438.31.

Free Michigan Master Services Agreement (MSA) Template | 2026 Compliant

Section 1: Opening

A Michigan Master Services Agreement (MSA) is a foundational contract between a service provider and a client that establishes the terms for all future engagements. This agreement is crucial for businesses operating in Michigan to ensure compliance with state-specific legal requirements.

Section 2: Definition Box

Definition: A Michigan Master Services Agreement is a comprehensive contract used by businesses and independent contractors in Michigan. It sets the groundwork for all future transactions, covering payment terms, liability issues, intellectual property rights, and dispute resolution methods. This agreement allows parties to attach Statements of Work (SOWs) for individual projects without renegotiating the entire contract.

Section 3: Why You Cannot Use a Generic MSA in Michigan

3a. Worker Classification Rules

In Michigan, worker classification follows the common law test, which evaluates the degree of control a business has over a worker. This is crucial as misclassification can lead to severe penalties, including back taxes and fines. According to Michigan law, the primary factor is whether the employer has the right to control the work performed and the manner in which it is done. Misclassification can result in penalties as outlined in the Michigan Employment Security Act, which may include fines and the requirement to pay back wages and benefits.

3b. Non-Compete Enforceability

Non-compete agreements are enforceable in Michigan but must meet certain criteria to be considered valid. Under Michigan Compiled Laws (MCL) 445.774a, a non-compete must be reasonable in duration, geographical scope, and type of employment or line of business. These agreements must protect a legitimate business interest, such as trade secrets or confidential information. If a non-compete is deemed too broad, it can be modified by the court to make it enforceable.

3c. IP/Work-for-Hire Considerations

In Michigan, intellectual property rights can be assigned through a contract, and work-for-hire agreements are recognized. However, it's crucial to explicitly state the terms of IP assignment in the MSA to avoid any ambiguity. The agreement should specify whether the work is considered a work-for-hire, granting the client ownership of the IP, or if the contractor retains certain rights.

Section 4: What's Included in This Template

Flexible SOW Structure: The MSA includes a framework for attaching SOWs, allowing for detailed project-specific terms without altering the main contract.
Michigan-Specific Indemnification: Tailored indemnification clauses that comply with Michigan's legal standards, ensuring both parties are protected against potential liabilities.
Dispute Resolution and Venue: The agreement specifies that any disputes will be resolved in Michigan courts, providing a local venue for legal proceedings.
Additional Provisions:
- Statute of Limitations: MCL 600.5807
- Interest Rate for Late Payments: MCL 438.31
- Consumer Protection: MCL 445.901 et seq.
- Data Breach Notification: MCL 445.72
- UCC Reference: MCL 440.1101 et seq.

Section 5: Who Needs This Document?

User Type	Relationship	Key Benefit
IT Consultants	Long-term projects	Clear scope and payment terms
Marketing Agencies	Retainer agreements	Simplified SOW process
Freelancers	Multiple clients	Protects IP and payment rights
Construction Firms	Subcontractor management	Liability and indemnification clarity

Section 6: How to Use This MSA Template

Step 1: Define the Parties

Clearly identify the legal names and business structures of both the provider and the client to ensure the agreement is binding.

Step 2: Set the Term

Decide on the duration of the agreement, whether it is fixed or evergreen, to provide clarity on the contract's lifespan.

Step 3: Attach Your First SOW

Use the SOW template to detail the first project's scope, deliverables, and payment terms, ensuring both parties have a clear understanding.

Step 4: Execute the Agreement

Both parties should sign the MSA to make it legally binding, with future projects requiring only a signed SOW.

Section 7: Already Receiving Contracts from Clients?

If you're receiving contracts from clients, it's essential to review them for Michigan-specific legal requirements. Use Contract Analyze to identify potential issues and ensure compliance.

Section 8: Download Options

Free PDF Version: Download the Michigan MSA template as a PDF for easy reference.
Editable Word/Docs Version: Access the template in an editable format for customization.

This template is designed for B2B relationships and independent contractors in Michigan. It is not a substitute for legal advice. For complex engagements or questions about your specific situation, consult a Michigan-licensed attorney.

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