What Is a New Hampshire MSA?
A New Hampshire Master Services Agreement (MSA) is a foundational legal contract between a service provider and a client that sets the standard terms for future projects, including payment, liability, and intellectual property rights. This allows parties to execute simple Statements of Work (SOWs) for specific engagements without renegotiating the entire agreement.
Definition Box
Definition: A New Hampshire Master Services Agreement is a governing contract between two parties (typically a client and a service provider) operating in New Hampshire. It outlines the legal framework—including payment terms, liability limits, and intellectual property rights—that applies to all future projects. Instead of drafting a new contract for each engagement, parties sign a single MSA and attach simple "Statements of Work" (SOWs) for individual tasks.
Why You Cannot Use a Generic MSA in New Hampshire
Using a generic MSA template not tailored to New Hampshire's specific legal environment can expose both parties to significant legal risks. New Hampshire's laws regarding worker classification, non-compete agreements, and intellectual property rights have unique characteristics that must be considered.
3a. Worker Classification Rules
New Hampshire follows the common law test for determining whether a worker is an independent contractor or an employee. This test evaluates factors such as the level of control the employer has over the worker and the worker's independence in performing tasks. Misclassification can lead to penalties, including back taxes and fines. According to RSA 275:42, failing to properly classify workers can result in significant financial liabilities, including the requirement to pay retroactive benefits and taxes.
3b. Non-Compete Enforceability
Non-compete agreements are enforceable in New Hampshire but must meet certain criteria to be considered valid. According to RSA 275:70, such agreements must be reasonable in scope, duration, and geographic area. They should protect legitimate business interests without imposing undue hardship on the employee. Alternatives to non-compete clauses include confidentiality agreements and non-solicitation clauses, which can provide protection without the stringent requirements of a non-compete.
3c. IP/Work-for-Hire Considerations
In New Hampshire, intellectual property rights and work-for-hire agreements are generally governed by federal copyright law, but state-specific nuances exist. For instance, the assignment of IP rights must be explicitly stated in the contract to avoid any ambiguity. The "work made for hire" doctrine is applicable, but it must be clearly defined in the agreement to ensure that the client retains ownership of the created work.
What's Included in This Template
Flexible SOW Structure
The MSA acts as a legal "umbrella" while attached SOW templates handle specific deliverables, deadlines, and fees. This structure allows for streamlined project management.
New Hampshire-Specific Indemnification
The indemnification clause is tailored to New Hampshire standards, balancing risk fairly between the client and provider. It includes mutual hold-harmless provisions and carve-outs for gross negligence and willful misconduct.
Dispute Resolution and Venue
The template pre-sets venue to the New Hampshire Superior Court, ensuring that any disputes are resolved within the state, which is advantageous for local businesses.
- Late payment interest per RSA 336:1
- Data privacy compliance per RSA 359-C
- Limitation of liability per RSA 382-A:2-719
Who Needs This Document?
| User Type | Relationship | Key Benefit |
|---|---|---|
| Creative Agencies | Retainers with corporate clients | Separates billing from legal—faster SOW approvals |
| Consultants | Long-term advisory roles | Defines "scope creep" and additional billing rates |
| Software Developers | Project-based milestones | Protects source code IP until final payment |
| Marketing Freelancers | Multiple client engagements | Ensures compliance with NH-specific laws |
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. Use the exact name as registered with the New Hampshire Secretary of State.
Step 2: Set the Term
Decide if the agreement runs for a fixed period (e.g., 12 months) or auto-renews (Evergreen). Evergreen agreements continue until either party provides written notice of termination.
Step 3: Attach Your First SOW
Do not put project deliverables in the MSA itself. Fill out the attached Statement of Work template with specific scope, timeline, and payment terms for your first engagement.
Step 4: Execute the Agreement
Both parties sign the MSA once. Future projects only require signing a new SOW—the MSA terms automatically apply to each subsequent engagement.
Frequently Asked Questions
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