This site provides free access to Master Outsourcing Services Agreements for US and German Laws and related documents designed by Outsourcing lawyers at McDermott Will & Emery. Submit your request for the documentation via the links below.
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.
Request the MSA
By registering with this site, you will receive an email containing a Microsoft Word version of the agreement requested.
Request US Law Documents
Request German Law Documents
For any questions, please contact Shawn Helms or Jason Krieser (regarding the US Law Documents) and Ralf Weisser or Claus Färber (regarding the German Law Documents).
Please note that using this website or any materials in the Outsourcing Packet is not intended to be an offer to represent you. Using these materials does not create an attorney-client relationship between you and the authors of the MSA or you and McDermott Will & Emery. Please do not consider there to be any lawyer-client relationship between you and McDermott Will & Emery or any of its lawyers unless or until: (i) you have sought to retain us; (ii) we have had an opportunity to check and clear any conflicts; and (iii) you have received a letter from us confirming the retention and its scope. The materials on this website are for general information purposes only and should not be construed as legal advice, legal opinion or any other advice on any specific facts or circumstances. Readers should not act or refrain from acting upon this information without seeking professional advice. Any communication through this site will not be treated as confidential. McDermott Will & Emery makes no warranties, representations, or claims of any kind concerning the Outsourcing Packet or any other information available through this website. McDermott Will & Emery and contributing authors expressly disclaim all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the use or contents of the Outsourcing Packet.