ServicesDescribes, at a high level, what the supplier will do. The detail is pushed into each SOW so the MSA stays stable.
Independent contractor statusStates clearly that this is not employment — the contractor handles their own tax. Misclassification is the main risk.
Fees and invoicingThe rate (day, hour or fixed), how the contractor invoices, and payment terms.
Intellectual propertyDecides who owns what is created — the customer, the supplier, or each their own.In negotiation: Customers: insist deliverables transfer on payment for that work, not 'payment of all invoices ever'. Suppliers: carve out your pre-existing tools and know-how explicitly.
ConfidentialityObliges each side to keep the other’s non-public information secret and use it only for the deal.
Non-solicitationStops a party from poaching the other’s staff for a period.In negotiation: Agree the carve-out for general job ads up front; without it, a routine hire can become a dispute.
Term and terminationHow long the agreement lasts and how to end it.In negotiation: Watch auto-renewal windows — a 60-day opt-out on a 12-month term is easy to miss. Symmetric termination-for-convenience is the fair default.
Limitation of liabilityCaps how much one party can be made to pay if things go wrong, and excludes indirect losses.In negotiation: Expect the cap to land around 12 months' fees. Push back on one-way caps — they should protect both sides — and on caps that quietly swallow data-breach or IP-infringement liability.
Governing law and jurisdictionChooses which country’s law applies and which courts decide disputes.In negotiation: Pick a forum where you could actually afford to sue — a 'won' clause naming a court you'll never travel to is a loss.