Let’s talk about your MSA

A deal that dies in contract negotiations is bad for everyone.

If your legal team uses a Master Services Agreement, please share these points before we speak. If you find any dealbreakers, we can talk about them on our first call.

Payment

We generally invoice on net 15 payment terms. We’re small, and healthy cash flow enables us to do the best job possible for our clients.

We won’t accept payment provisions that require client “approval” or allow clients to withhold payments that are “disputed.” These clauses transform an obligation to pay what’s due into an obligation to pay what the client thinks is due. And even without this clause, if the fees were wrongly invoiced, our clients don’t have to pay.

IP Assignment

Our company is an advisor and consultant, and we don’t create intellectual property. However, we’re willing to assign rights to our deliverables, as long as our agreement reflects that these deliverables contain preexisting ideas and at times will draw on preexisting material.

Warranties/Indemnity

We’ll warrant that: (a) we’ll perform services in a professional and workmanlike manner, in accordance with industry standards; (b) we won’t violate the law in performing those services; and (c) we’ll provide deliverables we know the intended use of which won’t violate third-party rights.

Cap on Liability

Our upside is whatever you pay us. Outside of gross negligence or intentional wrongdoing, our downside should be the same.

Termination

If you want the option to terminate for convenience, we should have that option, too. Fair’s fair.

Promotional Rights

It’s extremely valuable for us to be able to talk about our clients and our work, and we’re fine with reasonable restrictions and guidelines on that. But if our contract doesn’t include promotional rights—without requiring explicit permission—the cost of working with us will be higher, or we may not be in a position to accept the engagement.

Prevailing Party Attorney’s Fees

We require a prevailing party attorney’s fees clause because, frankly, it keeps everyone honest in case of a payment dispute.

Without it, parties to a dispute often take unreasonable positions in settlement negotiations because their risk is limited to the amount in dispute. With a prevailing party fees clause, both parties behave more reasonably because they know they’re at risk of being ordered to pay the other party’s fees if they don’t. It’s win-win.

Questions? Feedback?

Send an email to legal@hearmeout.co and we’ll get back to you ASAP.