Master Services Agreements

Overview

A Master Services Agreement governs the entire commercial relationship between a service provider and its client — often across multiple projects, geographies, and business units — making it one of the most consequential documents a technology company or professional services firm will sign. A poorly negotiated MSA can expose a service provider to unlimited liability, impose unworkable SLA obligations, grant the client IP rights that undermine the provider's core business, or create a termination-at-will structure that destroys revenue predictability. Corpus Juris Legal drafts and negotiates MSAs for technology firms, IT outsourcing providers, consulting businesses, and enterprise clients across the Delhi NCR corridor. Our drafting addresses the full commercial architecture: scope of services, statement of work mechanics, pricing and payment terms, intellectual property allocation, confidentiality and data protection obligations under the Digital Personal Data Protection Act 2023, liability caps, indemnification obligations, dispute resolution, and exit and transition provisions. For businesses contracting with multinational counterparties, we negotiate MSAs that are governed by Indian law but commercially matched to international market standards.

Key Service Components

• ◆MSA drafting for technology and IT services companies
• ◆Statement of Work template design and project-level documentation
• ◆IP ownership and background/foreground IP allocation
• ◆SLA drafting and service credit mechanism design
• ◆Data processing and privacy provisions under DPDP Act 2023
• ◆Liability cap negotiation and uncapped liability carve-outs
• ◆Indemnification scope — IP infringement, data breach, wilful misconduct
• ◆Termination for convenience and cause provisions
• ◆Exit and transition assistance obligations
• ◆Governing law and dispute resolution — arbitration vs. court

Our Approach

We review MSAs from both sides of the table — provider and client — and understand what each party actually needs versus what they ask for. Our negotiation is principled and commercial: we identify which provisions present genuine legal risk versus which are bargaining positions, and advise clients accordingly rather than marking up every clause reflexively.

Other Contracts & Commercial Agreements Services