Legal review of a master agreement and statements of work between U.S. companies, with revisions to the English-language contracts

For a master services agreement (MSA) and statements of work (SOWs) governing a long-term services relationship between U.S. companies, we reviewed the contractual risks and provided redlines of the English-language contracts along with a legal review opinion.

The key issues were the order of precedence between the master agreement and the individual statements of work, changes to the scope of work and responsibility for additional costs, and the conditions for acceptance of deliverables and payment. The review also covered ownership of intellectual property, indemnification obligations for third-party infringement claims, and the scope of termination rights and liability for damages.

We analyzed the MSA and SOWs together to identify potential conflicts between the documents and any allocation of liability that disadvantaged one party.

In particular, we prepared specific English-language redlines and provided a legal review opinion on approval of additional fees for changes in work, the link between acceptance of deliverables and payment, the rights in pre-existing intellectual property and third-party materials, settlement of costs upon termination, and the indemnification and limitation of liability provisions.

To help prevent disputes over payment, intellectual property and damages that could arise during performance, we revised key contract terms and provided revised English-language contract drafts and a legal review opinion for use in negotiations with the counterparty.

Related U.S. practices: Contracts & Business Transactions