00:11
Adam Stofsky
David, can you just give us a simple example of how an MSA kind of plays out in the real world?
00:17
David Tollen
Yeah, sure. So let's say the vendor provides some.
00:21
David Tollen
Kind of consulting services. Maybe they consult on technology or on management or how to achieve some particular.
00:29
David Tollen
Project, creating a privacy policy, whatever it is, and the parties imagine that they're.
00:35
David Tollen
Going to do more than one project. Maybe they can identify them all right now, but maybe they can't. So they negotiate this master services agreement.
00:45
David Tollen
That addresses all those terms.
00:48
David Tollen
What kind of warranties are we going to have about the people who are providing the services? What kind of due dates are we going to have on invoices? What's going to be the limit of liability, if anything?
01:02
David Tollen
Arbitration clause, all that stuff they negotiate.
01:05
David Tollen
In the main body of the contract, the master agreement.
01:09
David Tollen
And then for each project, they say, okay, we need your help on this. And we're thinking we'll also need your help on this other thing in the future. Let's write statement of work number one, describing that first project, and maybe we'll even write statement of work number two.
01:27
David Tollen
And give it a later start date.
01:31
David Tollen
So maybe we'll execute two statements of work right from the start. Maybe they have the same start date.
01:38
David Tollen
But it's different teams working on it.
01:40
David Tollen
But right from the start, you can have multiple projects. But we're also expecting we're going to work together into the hard to foresee future. So we're going to. We're going to have a form attached to the contract, a statement of work form, and we just fill it out every time. And again, we're hoping there doesn't have to be negotiations about warranties, limits of liability, payment terms, anything like that. All we need to do is put.
02:07
David Tollen
In, here's the project, here's the fee, maybe here's the timing, and you gotta.
02:11
David Tollen
And maybe there's more detail.
02:13
David Tollen
Maybe you're, you know, it's very complex consulting and you've got to have a complicated description of what kind of deliverables there will be, what a report will.
02:22
David Tollen
Look like, and that can all go.
02:24
David Tollen
In the statement of work.
02:25
David Tollen
But ideally, everything in the statement of.
02:28
David Tollen
Work is project specific, and the terms.
02:33
David Tollen
That apply to all of them are in the master.
02:36
Adam Stofsky
Okay, great. Thank you.
