ServicesDescribes, at a high level, what the supplier will do. The detail is pushed into each SOW so the MSA stays stable.
Fees and paymentWhen and how money changes hands — invoicing frequency, payment days, and interest on late payment.In negotiation: Interest on late payment is standard; payment terms beyond 45 days are a financing request — price them accordingly.
Term and renewalHow long the relationship runs and whether it auto-renews. Watch the notice window for opting out.In negotiation: The notice window is the trap: diary the opt-out date the day you sign.
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.
Data protectionHandles personal data at the contract level. If a DPA is in the package, this clause defers to it.
WarrantiesThe promises about quality — typically that services are performed with reasonable skill and care.In negotiation: Suppliers should warrant skill and care, not outcomes. 'Fit for purpose' wording is a hidden guarantee.
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.
TerminationThe exit routes — for convenience on notice, or immediately for serious breach or insolvency.
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.