Master Service Agreement — Counsel-Review Draft
Supplier: [YOUR COMPANY LEGAL NAME]
Address: [YOUR COMPANY ADDRESS]
Customer: [CUSTOMER LEGAL NAME]
Address: [CUSTOMER ADDRESS]
Effective date: [EFFECTIVE DATE]
1. Parties and authority
This draft identifies [YOUR COMPANY LEGAL NAME] as Supplier and [CUSTOMER LEGAL NAME] as Customer. The final agreement should confirm each legal entity and the authority of each signer.
2. Effective date and term
Proposed effective date: [EFFECTIVE DATE]. Duration, renewal, expiration, and survival terms are not selected by this generator and require written, counsel-reviewed language.
3. Individual rentals and document priority
Each rental should be documented in a separate rental agreement, purchase order, or delivery record. The final MSA must state which document controls when the MSA, a customer purchase order, and an individual rental agreement conflict; this generator does not choose that hierarchy.
4. Equipment scope
Proposed equipment scope: [EQUIPMENT CLASSES OR ATTACHED SCHEDULE]. Identify excluded equipment, operator-furnished work, attachments, transport, and any class-specific addenda before use. Availability is not promised by this draft.
5. Pricing and rate schedule
Discount or rate schedule field: [INSERT DISCOUNT, RATE-SCHEDULE REFERENCE, EFFECTIVE DATE, EXCLUSIONS, SURCHARGES, AND CHANGE TERMS OR STATE NONE]. The final agreement should identify the exact rate schedule, effective dates, excluded classes, surcharges, taxes, renewal changes, and order of precedence.
6. Standby
Standby terms or rate field: [INSERT COUNSEL-REVIEWED STANDBY TRIGGER, RATE OR RATE SCHEDULE, APPROVAL, EVIDENCE, AND BILLING-STOP TERMS OR STATE NONE]. The final agreement should define who can declare standby, the evidence required, when it starts, and when it stops.
7. Payment terms
Payment terms field: [INSERT COUNSEL-REVIEWED DUE DATE, INVOICE DELIVERY, APPROVAL, DISPUTE, TAX, CREDIT, AND REMEDY TERMS]. The final agreement should address invoice delivery, good-faith disputes, credits, taxes, and any customer approval requirements.
8. Late payment and collection
[INSERT COUNSEL-APPROVED INTEREST, NOTICE, CURE, SUSPENSION, COLLECTION-COST, AND ATTORNEY-FEE TERMS OR STATE NONE]. This generator does not select an interest rate or remedy.
9. Damage, loss, theft, and notice
[INSERT COUNSEL-REVIEWED ALLOCATION OF RISK, ORDINARY-WEAR STANDARD, DAMAGE-PROTECTION INTERACTION, VALUATION METHOD, NOTICE, EVIDENCE, AND CLAIM TERMS]. This generator does not decide when responsibility transfers or what amount is recoverable.
10. Insurance
Insurance field: [INSERT COUNSEL- AND INSURER-REVIEWED COVERAGE, LIMIT, CERTIFICATE, AND ADDITIONAL-INSURED TERMS OR STATE NONE]. Confirm requirements with counsel and the parties' insurance professionals; this draft does not create coverage or determine that a limit is sufficient.
11. Inspections and condition evidence
The final agreement should define checkout and return inspection responsibilities, customer acknowledgment, meter and fuel readings, photographs, pre-existing condition, and how evidence is retained and reviewed. An inspection record supports review but does not decide liability by itself.
12. Indemnity and limits of liability
[INSERT MUTUALLY REVIEWED INDEMNITY, DEFENSE, WARRANTY, CONSEQUENTIAL-DAMAGE, AND LIMITATION-OF-LIABILITY TERMS]. These provisions are jurisdiction-specific and are intentionally not supplied by this generator.
13. Force majeure
[INSERT COUNSEL-REVIEWED FORCE-MAJEURE EVENTS, NOTICE, MITIGATION, PAYMENT, EQUIPMENT-RETURN, AND TERMINATION CONSEQUENCES OR STATE NONE]. This draft does not excuse either party automatically.
14. Termination and existing rentals
[INSERT COUNSEL-REVIEWED TERM, RENEWAL, TERMINATION, CURE, EQUIPMENT-RETURN, AND SURVIVAL TERMS]. This generator does not select a notice period or assume existing rentals continue unchanged.
15. Governing law
Proposed jurisdiction for counsel review: [RELEVANT JURISDICTION]. The final agreement should use that jurisdiction only if the choice is valid and appropriate for the parties and transactions.
16. Dispute process and venue
[INSERT COUNSEL-REVIEWED NEGOTIATION, MEDIATION, ARBITRATION OR COURT, VENUE, JURY-WAIVER, AND FEE TERMS AS APPLICABLE]. Selecting a state above does not select a court or create jurisdiction.
17. Entire agreement and document hierarchy
The final agreement should identify every incorporated rate schedule, addendum, rental agreement, purchase order, and policy and state which controls if terms conflict. Do not sign while that hierarchy remains ambiguous.
18. Changes, notices, and signatures
The final agreement should state how amendments and notices become effective, who may approve them, whether electronic signatures are accepted, and how signed records are retained.
19. Signatures
Supplier: [YOUR COMPANY LEGAL NAME]
Signature: ___________________________
Printed name: ___________________________
Title: _________________________________
Date: __________________________________
Customer: [CUSTOMER LEGAL NAME]
Signature: ___________________________
Printed name: ___________________________
Title: _________________________________
Date: __________________________________
Notice: This MSA draft is educational and is not legal advice. It does not create an attorney-client relationship or guarantee compliance, enforceability, insurance coverage, allocation of risk, or a valid choice of law or venue. Sensitive legal and commercial terms remain blank or marked for review. Have licensed counsel in [RELEVANT JURISDICTION] review the completed draft, every incorporated document, and the parties' document-priority rules before anyone signs or relies on it.