What Is a Mississippi MSA?

A Mississippi Master Services Agreement (MSA) is a foundational contract between a service provider and a client that establishes the overarching terms—such as payment, liability, intellectual property, and dispute resolution—that will govern all future projects. This allows parties to execute simpler Statements of Work (SOWs) for individual engagements without renegotiating the entire agreement each time.

Definition

Definition: A Mississippi Master Services Agreement is a comprehensive legal framework between two parties, typically a service provider and a client, operating in Mississippi. It outlines the key terms and conditions, including payment schedules, liability limitations, intellectual property rights, and dispute resolution processes, applicable to all future transactions. This structure streamlines the contracting process by allowing the attachment of specific Statements of Work (SOWs) for individual projects.

Why You Cannot Use a Generic MSA in Mississippi

Using a generic MSA template in Mississippi can expose parties to significant legal and financial risks due to the state's specific legal requirements. Here are three critical aspects to consider:

Worker Classification Rules

Mississippi follows the common law test for determining whether a worker is an independent contractor or an employee. This test examines various factors, such as the degree of control the employer has over the work and the worker's opportunity for profit or loss. Misclassification can lead to penalties, including back taxes and fines. According to the Mississippi Department of Employment Security, misclassified workers can result in substantial financial liabilities for businesses, as they may be required to pay unpaid taxes and benefits retroactively.

Non-Compete Enforceability

In Mississippi, non-compete agreements are enforceable but must meet certain criteria to be considered valid. These agreements must be reasonable in scope, duration, and geographic area. Typically, a non-compete clause should not exceed two years in duration and must protect a legitimate business interest without unduly restricting the employee's ability to earn a living. The enforceability of these agreements is governed by case law rather than a specific statute, making it crucial to tailor the non-compete to the specific circumstances of the business relationship.

IP/Work-for-Hire Considerations

Mississippi does not have unique statutory requirements for intellectual property assignments, but it is essential to clearly outline IP rights within the MSA. The contract should specify whether the work is considered 'work made for hire' or if the IP will be assigned to the client upon completion. This clarity helps prevent disputes over ownership rights and ensures both parties understand their rights and obligations.

What's Included in This Template

Flexible Statement of Work (SOW) Structure

The MSA acts as a legal umbrella, while attached SOW templates handle specific deliverables, deadlines, and fees, allowing for efficient project management.

Mississippi-Specific Indemnification

The indemnification clause is tailored to Mississippi law, ensuring a fair allocation of risk between parties, with specific carve-outs for gross negligence and willful misconduct.

Dispute Resolution and Venue

The template pre-sets venue to Mississippi courts, with a waiver of jury trial to streamline the dispute resolution process and avoid the complexities of arbitration.

• 6-year statute of limitations for written contracts (Miss. Code Ann. § 15-1-29)
• Statutory interest rate for late payments (Miss. Code Ann. § 75-17-1)
• Waiver of unknown claims (Miss. Code Ann. § 11-7-20)

Who Needs This Document?

How to Use This MSA Template

Step 1: Define the Parties

Fill in the legal name and entity type (LLC, Corporation, Sole Proprietor) for both Provider and Client. Ensure names match official registrations.

Step 2: Set the Term

Decide if the agreement runs for a fixed period or auto-renews. Evergreen agreements continue until terminated by written notice.

Step 3: Attach Your First SOW

Do not include project deliverables in the MSA. Use the SOW template for specific scope, timeline, and payment terms.

Step 4: Execute the Agreement

Both parties sign the MSA once. Future projects only require a new SOW—the MSA terms automatically apply.