The Master Agreement Definition
Negotiating such agreements from scratch can include lawyers and a lot of time and money that neither you nor the other party want to spend. One way to shorten the process is for each party to provide a pre-negotiated agreement, which can be amended if necessary. This method saves time, but can create an advantage for the party that provided the initial agreement. A fairer approach is to start with an objective model that both parties can modify together. Such models can be purchased from office supply distributors or online. The framework contract also helps to reduce litigation by providing significant resources that define its contractual terms and explain the intent of the contract, thus preventing litigation from beginning and providing a neutral resource for interpreting standard contractual terms. Finally, the framework agreement provides significant assistance in managing risks and credit for the parties. Master service agreements generally set payment terms, delivery requirements, intellectual property rights, guarantees, restrictions, litigation, confidentiality and labour standards. For example, the MSA can specify who holds the final ownership of new developments, whether royalties are due for products from new discoveries, and to whom and how information can be disseminated without violating confidentiality agreements.
Another important clause involves compensation or the distribution of risk among all signatories when a party is sued by an external body. It may be a question of whether all parties are responsible for legal fees or whether each party should follow alternative methods of resolving disputes. The framework contract allows the parties to calculate their net financial commitment in over-the-counter transactions, i.e. a party calculates the difference between what it owes to a counterparty under a master contract and what the consideration owes under the same agreement. The framework agreement and timetable define the reasons why one party may impose the closure of covered transactions due to the appearance of a termination event by the other party. Standard termination events include defaults or bankruptcy. Other closing events that can be added to the calendar include a downgrade of credit data below a specified level.