What is a Spain MSA?
A Spain Master Services Agreement (MSA) is a legal contract between a service provider and a client, establishing the foundational terms of their business relationship. It covers essential aspects such as payment, liability, intellectual property, and dispute resolution, ensuring compliance with Spanish legal standards.
Definition
Definition: A Spain Master Services Agreement is a comprehensive contract that outlines the legal framework for all future projects between a client and a service provider in Spain. It includes terms for payment, liability, intellectual property rights, and dispute resolution, allowing parties to attach simple 'Statements of Work' (SOWs) for individual engagements without renegotiating the entire agreement.
Why You Cannot Use a Generic MSA in Spain
Using a generic MSA in Spain can expose both parties to significant legal risks due to Spain's specific legal requirements. Here are three critical areas where Spain's laws necessitate a tailored approach:
3a. Worker Classification Rules
In Spain, the classification of workers is governed by the Estatuto de los Trabajadores (Workers' Statute), which does not follow the 'ABC Test' used in some jurisdictions like California. Instead, it focuses on the nature of the relationship and the degree of control exerted by the employer. Misclassification can lead to severe penalties, including back payment of social security contributions and fines. According to the Spanish Social Security Law, employers are obligated to register employees and pay contributions, failing which can result in penalties that may include fines and the obligation to pay retroactive benefits.
3b. Non-Compete Enforceability
In Spain, non-compete clauses are enforceable but must meet specific criteria to be valid. According to Article 21 of the Workers' Statute, such clauses must be reasonable in scope, duration, and geographic area. Typically, the duration cannot exceed two years for technical roles and six months for other roles. The agreement must also include adequate compensation for the employee, reflecting the restriction's impact on their ability to work. If these conditions are not met, the non-compete clause may be deemed unenforceable.
3c. IP/Work-for-Hire Considerations
Spain's intellectual property laws require explicit agreements for IP assignment. Under the Spanish Intellectual Property Law, unless otherwise agreed, the creator retains the rights to their work. Therefore, MSAs should include clear clauses specifying the assignment of IP rights to the client. The concept of 'work made for hire' is not as prevalent as in the U.S., making it crucial to explicitly state IP ownership terms in the contract.
What's Included in This Template
Flexible Statement of Work (SOW) Structure
The MSA template includes a flexible SOW structure, allowing for specific deliverables, timelines, and fees to be appended to the main agreement without altering its core terms.
Spain-Specific Indemnification
The indemnification clause is tailored to comply with Spanish civil law, ensuring a fair distribution of risk between the parties and including provisions for gross negligence and willful misconduct.
Dispute Resolution and Venue
Dispute resolution is set to arbitration in Madrid, as per Spanish arbitration law, providing a neutral and efficient forum for resolving disputes.
- Five-year statute of limitations for personal actions (Código Civil español Art. 1964).
- Default interest as per Código Civil español Art. 1108.
- Compliance with RGPD Article 28 and LOPDGDD Article 7.
Who Needs This Document?
| User Type | Relationship | Key Benefit |
|---|---|---|
| Creative Agencies | Retainers with corporate clients | Streamlines project management and billing |
| Consultants | Long-term advisory roles | Clearly defines scope and billing terms |
| Software Developers | Project-based milestones | Protects IP rights and ensures payment security |
| Marketing Freelancers | Multiple client engagements | Ensures compliance with Spanish labor laws |
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. Ensure accuracy to avoid legal discrepancies.
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
Include specific project details in the SOW, such as scope, timeline, and payment terms, to maintain clarity and focus.
Step 4: Execute the Agreement
Both parties sign the MSA once. Future projects only require signing a new SOW, ensuring the MSA terms apply to each engagement.
Frequently Asked Questions
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