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The body of the Master Outsourcing Services Agreement (MSA) is significantly shorter than most other master outsourcing agreements. Many of the historical forms are unreasonably long (sometimes up to 140 pages), having many “bells and whistles” that are not necessary or helpful in today’s outsourcing environment.
The MSA was designed to be scope agnostic. It is a generic set of legal provisions and basic business protections necessary or recommended in outsourcing transactions. By design, the MSA can be used as a starting point for any outsourcing transaction (e.g., ITO or BPO).
The MSA includes a Service Delivery Contract. Instead of putting the applicable business and operational terms relating to a particular transaction in many different schedules attached to the MSA, the Service Delivery Contract (SDC) acts as a “wrapper” document containing all the terms particular to the transaction. If additional scope is added, the customer and provider can simply execute an additional SDC. The attachments to the SDC cover items that change from transaction to transaction, such as pricing, service levels, a transition plan tailored to the transaction at hand, etc.
The MSA is a customer favorable form, but its provisions are generally within market norms. In fact, the form is more even-handed than many customer favorable forms, which streamlines the negotiation process and preserves the relationship between the parties for the hard work ahead during the term of their business relationship.
There are some items missing in the streamlined MSA. Therefore, we provide a “menu” containing approximately 100 provisions not included in the MSA. These are “bells and whistles” excluded from the MSA (e.g., benchmarking, most favored customer, human resource indemnities) that customers (and advisors) should consider adding. The menu topics address specific deals, deal structures and customer risk profiles. These were developed through decades of experience and by reviewing other agreements used by law firms and advisors. Please note that the menu items are not legal contract language. The menu is an extensive set of discussion topics requiring legal input before adding to the MSA or the SDC.
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