MSA and order form review
Hold liability, indemnity and renewal terms to your positions on every MSA and order form.
Where MSAs and order forms slow down
The important clauses take the longest
Liability, indemnity and IP terms decide the deal, and each needs a careful read.
Order forms override the MSA
Terms in an order form can quietly change what the MSA says, so both have to be read together.
Renewals come back unchanged
Old terms renew automatically before anyone checks them against today’s positions.
The important clauses first
Proviso marks every departure in the MSA and its order forms, ranks them by risk and suggests the edit from your playbook.
Terms Proviso checks in MSAs and order forms
Order forms are read against the MSA they sit under.
Limitation of liability
Caps, super caps and carve-outs
Indemnification
Scope, procedure and whether it sits under the cap
Intellectual property
Ownership of work product and licenses back
Renewal and termination
Auto-renewal, notice periods and price increases
Order of precedence
Which document wins when the MSA and an order form disagree
