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Master Services Agreement (SKELETON — counsel review required)

NOT legal advice. Clause checklist to brief counsel. The umbrella agreement; per-engagement detail lives in the SOW.

Clauses to include

  1. Parties & definitions — SnowOps + {{CLIENT}}; "Services," "Deliverables," "SOW," "Confidential Information."
  2. Structure — MSA governs; each engagement is a SOW incorporating these terms.
  3. Services — performed per each SOW; SnowOps controls method/means (productized delivery, not staff-aug — consistent with the Output Guardrails).
  4. Fees & payment — per SOW; fixed-price + retainer model (Y2); invoicing, currency, late terms, taxes/GST.
  5. IP ownership — client owns the delivered configuration/code in their repos; SnowOps retains its pre-existing module library + IP (license to client to use deliverables). This is the "code you own, no lock-in" promise — counsel to draft the license/retained-IP split carefully.
  6. Confidentiality — mutual; or reference the standalone NDA.
  7. Data protection — reference the DPA.
  8. Warranties — services performed in a professional manner; explicit disclaimer: no guarantee of audit certification (mirrors Y1 §0 — critical).
  9. Limitation of liability — cap (e.g., fees paid); exclude indirect/consequential; carve-outs per counsel.
  10. Indemnification — mutual, scoped by counsel.
  11. Term & termination — term, termination for cause/convenience, effect on retainer + in-flight SOWs, transition assistance.
  12. Security & access — reference the cloud-access authorization (least-privilege, time-boxed, no secrets).
  13. Insurance — as counsel advises for the client's risk profile.
  14. Governing law / dispute resolution / jurisdiction — India + client jurisdiction; arbitration vs courts per counsel.
  15. Misc — assignment, notices, force majeure, entire agreement, severability.

Highest-care clauses for a compliance firm: #8 (no-certification disclaimer), #5 (IP/ownership split), #9 (liability cap), #7 (DPA).