What Is a Montana MSA?

A Montana Master Services Agreement (MSA) is a foundational contract between a service provider and a client, designed to govern the terms of their business relationship across multiple projects. It simplifies future engagements by allowing the use of Statements of Work (SOWs) for specific tasks.

Definition

Definition: A Montana Master Services Agreement is a comprehensive contract that sets the legal framework for ongoing business relationships between clients and service providers in Montana. It outlines key terms such as payment, liability, intellectual property rights, and dispute resolution, applicable to all future engagements under the agreement.

Why You Cannot Use a Generic MSA in Montana

Using a generic MSA template in Montana can expose businesses to legal risks due to state-specific legal requirements. Montana's unique legal landscape necessitates an MSA that complies with local statutes and business norms.

3a. Worker Classification Rules

In Montana, worker classification is primarily governed by common law principles, focusing on the degree of control the employer has over the worker. The key statute, Montana Code Annotated § 39-51-201, outlines that a worker is considered an employee if the employer controls the work details. Misclassification can lead to penalties, including back taxes and fines. Employers must ensure they correctly classify workers to avoid legal repercussions and financial liabilities.

3b. Non-Compete Enforceability

Non-compete agreements are enforceable in Montana but must meet specific criteria to be valid. According to Montana Code Annotated § 28-2-703, non-compete clauses must be reasonable in scope, duration, and geographic area. They should protect legitimate business interests without unduly restricting a worker's ability to earn a livelihood. Alternatives like confidentiality agreements are often used to protect business interests without violating enforceability standards.

3c. IP/Work-for-Hire Considerations

Montana follows federal guidelines for intellectual property assignments. A work-for-hire arrangement must be explicitly stated in the contract to ensure the client retains ownership of the work product. Without clear language, the creator may retain rights, leading to potential disputes. It's crucial to specify whether the work is a 'work made for hire' or if IP rights are assigned post-creation.

What's Included in This Template

Flexible Statement of Work (SOW) Structure

The MSA includes a flexible SOW structure, allowing parties to define specific project details without altering the main contract.

Montana-Specific Indemnification

Indemnification clauses are tailored to Montana's legal standards, ensuring fair risk distribution between parties.

Dispute Resolution and Venue

The agreement stipulates that disputes will be resolved through arbitration in Montana, providing a local and efficient resolution process.

• 8-year statute of limitations for written contracts (Montana Code Annotated § 27-2-202)
• Interest rate on late payments (Montana Code Annotated § 31-1-107)
• Compliance with Montana Consumer Protection Act (Montana Code Annotated § 30-14-101 et seq.)
• Waiver of unknown claims (Montana Code Annotated § 28-2-1502)

Who Needs This Document?

How to Use This MSA Template

Step 1: Define the Parties

Clearly identify the legal names and business types of both the service provider and the client to ensure clarity and enforceability.

Step 2: Set the Term

Determine whether the MSA will have a fixed term or be evergreen, renewing automatically unless terminated by either party.

Step 3: Attach Your First SOW

Use the SOW template to outline specific project details, including deliverables, timelines, and payment terms, for each engagement.

Step 4: Execute the Agreement

Both parties should sign the MSA to formalize the agreement, with future projects requiring only the execution of new SOWs.