In a world where long-term partnerships are ever so crucial to business survival, an MSA serves as a strategic roadmap, offering a standardized framework for establishing, maintaining, and In-house counsel are often in the thick of MSA contracting processes, reviewing drafts, negotiating terms, and offering expertise throughout the MSA's lifecycle.

Managing MSAs, however, is often daunting, considering how complex and detailed these contracts can be. Additionally, when you have colleagues who come to you for everything, the distraction adds a layer of difficulty to an already challenging task.

This often results in slow-downs, increased risk of mental exhaustion, and a higher likelihood of critical errors.

This is what makes an MSA playbook a game-changer. It streamlines the MSA contracting process for in-house counsel while empowering non-legal teams to make decisions and complete tasks independently.

Here, we will delve into what an MSA playbook entails, its core components, and best practices for a productive implementation. At the end, you’ll get access to an MSA playbook template you can utilize to jumpstart the creation process.

What is an MSA playbook?

An MSA playbook is a comprehensive guide that outlines the best practices, standard procedures, and strategic considerations for creating, negotiating, and managing Master Service Agreements (MSAs).

An MSA, at its core, is a contract that sets the terms and conditions under which two parties will engage in business transactions over an extended period. But as organizations continue to onboard new clients at scale, keeping up with the procedural complexities of new MSA implementations can be incredibly difficult for in-house counsel.

With an MSA playbook, legal and non-legal teams gain access to a centralized resource containing templates, guidelines, and insights that facilitate the entire lifecycle of MSAs. That way, the organization will maintain a strategically consistent approach that ensures successful partnerships at all times.

Core elements of an MSA Playbook

The content of an MSA playbook may vary depending on the organization's specific needs, industry, and the nature of the services being provided. However, the following components are crucial and, thus, common in most MSA playbooks.

#1 Templates and checklists library

An MSA typically contains a collection of MSA templates and checklists that serve as starting points and reference guides for different types of agreements.

They often include:

• Standard MSA templates: Pre-approved templates for common scenarios applicable to the organization. The library may include templates for Software Licensing Agreements, Non-Disclosure Agreements (NDAs), Outsourcing Agreements, Service Level Agreements (SLAs), etc.
• Addendum templates: Templates for common modifications or additional terms that may be necessary for specific projects.
• Checklists for various processes: Includes different checklists that users can refer to, ensuring that all important aspects of the agreement are considered and addressed. Negotiation, risk assessment, renewal, and compliance are common processes a checklist library typically covers in an MSA playbook.

Also read: Checklist to a Good Master Service Agreement [+Sample MSA Template]

#2 Negotiation strategies

‍“True negotiation is not ‘I win, you lose.’ There may be times when that could be the case, but the party on the other side will hate you and will look for ways to screw you over the first chance they get.”

~ Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Business Skills All In-House Lawyers Must Know

This section outlines effective negotiation strategies to empower teams during the MSA negotiation process, including but not limited to:

• Best practices: Insights into proven negotiation techniques, emphasizing win-win solutions.
• Common points of negotiation: Typical areas of negotiation, such as pricing, terms, and deliverables.
• BATNA (Best Alternative to a Negotiated Agreement): Guidance on when and how negotiators can utilize fallback positions to reinforce their leverage during difficult negotiations.

Also read: Mastering the Art of Contract Negotiation—Strategies for Success

#3 Legal considerations

This section addresses the legal nuances related to various MSAs the organization often engages in. It typically covers:

• Jurisdiction and governing law: Describes the jurisdiction under which the organization will operate its MSAs and the governing law that will apply to the agreements in case of disputes.

• Indemnification: Specifies each party's indemnification obligations in case of breaches or legal issues, including who will bear the costs and liabilities.

• Regulatory changes: Addresses how the MSA will adapt to changes in laws or regulations that may affect the parties' ability to fulfill their obligations.

• Contract enforceability: Factors and considerations that impact the enforceability of the MSA.

• Dispute resolution: Guidance on choosing and incorporating the right dispute resolution mechanisms, such as arbitration or mediation, into the agreement.

#4 Risk management strategies

This component focuses on identifying, assessing, and managing risks associated with the MSA. It includes:

• Risk identification checklist: A checklist to identify potential risks related to contractual obligations, market conditions, and external factors.

Also read: Contract Risk Assessment Checklist

• Mitigation strategies: Guidance on developing techniques to mitigate identified risks, including insurance, performance guarantees, and contingency plans.

• Monitoring and reporting protocols: Procedures for ongoing monitoring of risks and reporting mechanisms to address issues as they arise.

Also read: Effective Contract Risk Management—Top Tips & Strategies

#5 Approval framework

Here, the playbook offers guidance on how internal approval processes work and how to streamline the workflow. It covers:

• Stakeholder roles and responsibilities: Outlined roles and responsibilities of individuals involved in the approval process, such as legal, finance, and senior management.

• Approval hierarchies: Established hierarchies for obtaining approvals based on the significance and impact of the agreement.

• Documentation requirements: Guidelines for documenting the approval process, including the necessary documentation for each stage.
• Escalation procedures: Clearly defined procedures for escalating issues or seeking higher-level approvals when necessary.

Also read: How to Set Up an Efficient Contract Approval Process (+Template & Examples)

#6 Communication protocols

In this section, the playbook outlines different measures and procedures for liaising with internal stakeholders and clients throughout the MSA lifecycle. Here, you’ll find:

• Internal communication guidelines: Recommendations for communication within the organization regarding the MSA, including updates, changes, and key milestones.

• External communication protocols: Guidelines for communicating with external parties, including the client or vendor, during the negotiation and implementation phases.

• Escalation procedures: Protocols for escalating issues or disputes to higher levels of authority when necessary.

#7 Compliance standards

“While it doesn’t always get the love it deserves, a robust compliance function is an important part of risk-reduction at companies of any size. As such, in-house lawyers should get behind the creation of a compliance group if there isn’t one or enhance the existing one whether it sits in the legal department or not.”

~ Sterling Miller, CEO and Senior Counsel, Hilgers Graben PLLC
Ten Things: Building a Strong Compliance Department

The compliance section of the playbook addresses the various legal, regulatory, and industry-specific standards applicable to the MSA. It includes:

• Compliance checklist: A checklist to verify that the MSA complies with relevant laws, regulations, and industry standards.
• Periodic compliance audits: Recommendations for conducting periodic audits to ensure ongoing compliance with changing regulations.

Also read: What is Contract Compliance? The Ultimate Guide

#8 Case studies and examples

Here, the playbook provides practical insights into how similar MSAs were negotiated, implemented, and managed in real-world scenarios. It includes:

• Successful MSA implementations: Case studies highlighting successful MSA implementations, showcasing best practices and lessons learned.

• Problematic scenarios and resolutions: Examples of challenges faced during MSA negotiations and how those challenges were addressed.

#9 Additional resources

This section serves as a repository for additional materials and resources that can aid in understanding and managing MSAs. It may include:

• Industry benchmarks: Relevant industry benchmarks and performance standards that can be used as reference points during MSA negotiations.

• Legal precedents: Access to legal precedents or templates from similar agreements that may be useful for specific clauses or terms.

• Training materials: Resources for training and educating team members on MSA processes, negotiation skills, and legal considerations.

• Updates and news alerts: Relevant channels for receiving updates on changes in relevant laws, regulations, or industry standards that may impact MSAs.

How will an MSA playbook benefit your organization?

Having an MSA playbook can be a strategic advantage, especially for organizations onboarding service contracts at scale. Here are a few ways this tool can be a game-changer:

#1 Less mundane work for the in-house counsel

An MSA playbook provides a standardized framework for service contracts. This means that repetitive aspects of contract creation and review can be systematized, reducing the burden on in-house legal teams.

With an MSA playbook available to relevant team members, the in-house counsel will no longer need to be actively involved in every part of the contracting process. This allows them to utilize their creative energy and decision-making skills in more critical areas.

#2 Improved risk management

An MSA playbook enables organizations to implement consistent risk management practices across service contracts. By identifying potential risks and establishing predefined mitigation strategies within the playbook, the organization can proactively address issues before they escalate.

This consistency not only reduces the likelihood of legal disputes but also enhances the overall resilience of the organization in the face of evolving legal landscapes.

#3 More productive negotiation processes

“A properly prepared contract playbook allows the legal and Sales teams to stay aligned and close contracts faster (or know when it’s time to walk).”

~ Sterling Miller, CEO, Hilgers Graben PLLC
Ten Things: Minimizing Risk in Commercial Contracts

The playbook serves as a reference guide during negotiations, ensuring that legal teams are aligned on key terms and conditions. This alignment streamlines the negotiation process by minimizing back-and-forth discussions on standard clauses.

Consequently, negotiations become more efficient, and both parties can focus on addressing unique or complex aspects of the agreement.

#4 Quicker jumpstart for new team members

“A playbook is a lifesaver to new attorneys joining the department as they can get quickly up to speed on the parameters of the company’s contract negotiation positions.”
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~Sterling Miller, Ceo, Hilgers Graben Pllc
Ten Things: Creating A Good Contract Playbook

An MSA playbook is a valuable training resource for new team members entering the legal or contracting department. It provides a structured guide to understanding the organization's preferred contract terms, negotiation strategies, and risk management protocols.

This accelerates onboarding, ensuring new team members quickly align with the organization's standards and practices.

#5 Reduced costs

“It sucks to be a cost center. Because cost centers are places the business looks to cut when times get tough, or the numbers need ‘improving’.”
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~Sterling Miller, CEO and Senior Counsel for Hilgers Graben PLLC
Ten Things: Asking For More Legal Department Resources (How And When To Go Big)

By streamlining processes, minimizing legal risks, and expediting negotiations, an MSA playbook contributes to cost reduction. Legal resources can be allocated more efficiently, and the organization can avoid unnecessary expenses associated with prolonged negotiations or disputes.

Additionally, the playbook facilitates a more consistent and standardized approach, reducing the likelihood of costly errors or oversights in contracts.

Practical tips for creating a productive MSA playbook

“At the end of the day, we want to see the right outcome for the business. There are a couple of ways to get there, and we should decide based on our business, our talent, our current resourcing, our current experience, which way we want to skin the cat.”
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~ Megan Niedermeyer, Chief Legal Officer, Apollo.io
Aligning Legal's Limitless Potential to Business Goals

Creating an effective MSA playbook can be a rigorous process, thanks to the variability of service contracts and constantly changing compliance requirements. However, by following the best practices discussed below, you will develop and implement a playbook that provides significant value.

#1 Align the playbook with your organization’s business goals

A well-crafted MSA playbook should seamlessly integrate with your organization's overarching business goals. Begin by understanding your company's strategic objectives and Key Performance Indicators (KPIs).

This way, you can craft and implement the playbook in a manner that not only complies with legal and compliance standards but also contributes to the broader success of the organization.

#2 Keep the playbook flexible

Given the dynamic nature of business environments and regulatory landscapes, it is crucial to maintain flexibility within the MSA playbook.

Draft the document in a manner that accommodates changes and adapts to evolving industry standards. Utilize clear language and avoid overly restrictive clauses to allow for negotiation and customization based on specific client needs.

Flexibility in the playbook enhances its longevity and applicability, preventing the need for frequent and extensive revisions.

#3 Prioritize regular updates

Regularly assess and revise the playbook to incorporate changes in laws, regulations, or industry standards. Keep abreast of legal developments and emerging best practices to ensure the MSA remains compliant and effective.

Assign responsibility for updates to a designated team or individual and establish a systematic review schedule to guarantee the playbook's continued relevance.

#4 Incorporate technology where possible

Integrating contract management software, automation tools, and electronic signature platforms can help you enhance the creation, execution, and management of MSAs.

SpotDraft, an industry-leading Contract Lifecycle Management (CLM) platform, offers a robust collection of tools you can utilize to streamline the management of MSAs from end to end.

VerifAI, the contract review tool from SpotDraft, is fitted with a robust collection of expert-vetted playbooks for a wide variety of contracts, from MSAs to procurement agreements, while allowing you to integrate your custom playbooks for a more tailored experience.

Using Natural Language Process (NLP) algorithms, VerifAI automatically scans your MSAs against established guidelines, highlighting risky clauses, offering insights, and suggesting accurate modifications. This accelerates your contract review process, helping you complete tasks 15 times faster.

By implementing technology in various parts of the contract lifecycle, the MSA playbook will become significantly more productive, giving you an edge in the fast-paced modern business landscape.

#5 Establish a feedback loop

“Creating a playbook takes a lot of work, but the creation is not the end of the process.  Plan on reviewing the playbook annually so you can keep it current and fresh.  Add it to your department’s official goals each year.  While you’ll focus on updating the playbook for changes in your contract, updated contracting processes, customer feedback about clauses, or changes in the law, it’s also an opportunity to make your playbook more user-friendly.  Consider adding flowcharts and graphs – visuals are always helpful for creating understanding.”
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~ Sterling Miller, CEO, Hilgers Graben PLLC
Ten Things: Creating a Good Contract Playbook

Create a structured feedback loop involving key stakeholders, legal experts, and operational teams. Encourage open communication to gather insights into the practical aspects of implementing the MSA playbook.

Regularly seek feedback on the playbook's clarity, usability, and effectiveness in addressing real-world challenges.

This iterative feedback process not only improves the quality of the playbook but also fosters a collaborative environment, ensuring that the MSA playbook remains a valuable and practical resource for all stakeholders.

Parting words

When thoughtfully crafted and effectively implemented, the MSA playbook goes beyond its role as a legal document. It becomes a strategic tool that shapes the dynamics of business relationships, contributing to organizational resilience, growth, and success.

Now, imagine how much you will achieve when you pair your playbook with a robust CLM like SpotDraft or its AI contract review tool, VerifAI.

Not only will you enjoy the benefits of automation and streamlined workflows, but you'll also elevate your organization's agility and overall competitive edge.

Want to give SpotDraft a try? Click here to book a demo.

Curious to learn more about VerifAI? Request a free trial here.