Can an update change governing law?

Yes, parties may amend governing law, but changing choice-of-law or venue mid-contract can raise enforceability disputes; clearly state mutual consent and consider counsel review when altering dispute resolution clauses.

Is notarization required for validity?

Generally no for ordinary commercial amendments, but notarization can support evidentiary weight in some contexts; check state rules for property or estate-related matters before notarizing.

Can amendments be signed electronically?

Yes—eSignatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure records meet intent, consent, attribution, and retention criteria.

What if parties disagree on the update wording?

Exchange redlines and document each iteration; if disagreement persists, revert to original MSA terms while negotiating or involve mediation per the contract's dispute clause.

Who must sign the update?

An individual with authority per the MSA signature clause or corporate bylaws must sign; document signatory authority internally to avoid later challenges.

How to correct a signed update with errors?

Prepare a new corrected amendment referencing the executed update, obtain signatures from the same authorized signatories, and retain both versions with a clear audit trail.

Electronic Signature
Templates
Legal
Business MSA Update

Business MSA Update

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS MSA UPDATE

This Business MSA Update (the "Update") is entered into as of Effective Date: by and between Client Name: a LLC Corporation Other with principal place of business at , and Service Provider Name: a LLC Corporation Other with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties previously entered into a Master Services Agreement dated (the "MSA"); and

WHEREAS, the Parties desire to amend certain terms of the MSA as set forth in this Update to reflect agreed adjustments to scope, fees, and other provisions; and

WHEREAS, except as expressly modified by this Update, all terms and conditions of the MSA remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Update shall have the meanings set forth in the MSA. For purposes of this Update, the following definitions apply:

"Update Effective Date" means the date first written above at which this Update shall become effective with respect to the Parties.

2. AMENDMENT TO MSA

The MSA is amended as set forth in this Section. To the extent of any conflict between the terms of this Update and the MSA, the terms of this Update shall control.

Summary of Amendments: Amended Sections (identify section numbers and full revised text):

3. FEES; PAYMENT

The Parties agree that fees, rates and payment terms are modified as follows. Unless otherwise specified, all amounts are denominated in United States Dollars.

Description of Fee Changes:

Any additional expenses or reimbursable costs not expressly included in this Update shall require prior written approval of the other Party. Invoices shall be payable within days of receipt unless otherwise specified.

4. TERM AND TERMINATION

Except as provided herein, the term of the MSA shall continue in accordance with its terms. This Update shall remain effective until terminated in accordance with the MSA or as follows:

Specific Term or Termination Provisions:

5. CONFIDENTIALITY

All Confidential Information exchanged pursuant to the MSA shall continue to be governed by the confidentiality provisions of the MSA. The Parties reaffirm their obligations and agree that any disclosures or use inconsistent with the MSA are prohibited.

6. LIABILITY; INDEMNITY

Except as expressly modified by this Update, the liability limitations, exclusions and indemnity obligations set forth in the MSA remain in full force and effect. The Parties agree that any change to caps on liability, consequential damages waiver, or insurance requirements must be set forth in writing and signed by both Parties.

If liability cap is modified, state new cap:

7. INTELLECTUAL PROPERTY

Ownership of pre-existing intellectual property shall remain with the owning Party. Any work product created pursuant to the MSA after the Update Effective Date shall be treated in accordance with the MSA, except as expressly modified herein.

8. NOTICES

All notices required or permitted under this Update shall be given in accordance with the notice provisions of the MSA. For clarity, the Parties designate the following notice recipients for purposes of this Update:

Client Notice Contact and Address: Service Provider Notice Contact and Address:

9. MISCELLANEOUS

Amendments. This Update may be amended only by a written instrument signed by authorized representatives of both Parties. Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. Counterparts. This Update may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Assignment (if different from MSA):

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law. This Update shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement. Except as expressly modified by this Update, the MSA remains in full force and effect and constitutes the entire agreement between the Parties with respect to the subject matter hereof.

Severability. If any provision of this Update is held to be invalid or unenforceable, the remainder of this Update shall continue in full force and effect.

EXECUTION

The Parties have executed this Update by their duly authorized representatives as of the Update Effective Date set forth above.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Business MSA Update Is and when it’s used

A Business MSA Update is a written amendment to an existing Master Services Agreement that modifies one or more contract terms without replacing the full agreement. Typical updates change pricing, scope of services, delivery schedules, contact information, or term length. Because an update references the original MSA, it should identify the original agreement by date, parties, and any prior amendments. Properly executed updates preserve continuity by linking new terms to the governing MSA while keeping the original agreement intact for interpretation and enforcement.

Why issuing a Business MSA Update matters

A clear, signed update avoids ambiguity between old and new obligations, reduces operational disputes, and documents negotiated changes for auditors and regulators.

Who prepares and who signs a Business MSA Update

Typical users prepare updates to keep ongoing commercial relationships aligned with changes in price, scope, or regulatory requirements.

Procurement and Legal teams that coordinate amendments and track contract versions
Account managers who need formal confirmation of scope or fee changes
C-level or delegated signatories who have authority per the MSA signature clause

Final signers should be authorized representatives with the legal capacity specified by the original MSA; maintain internal records of signature authority.

Step-by-step: drafting, reviewing, and executing an MSA update

A structured workflow reduces revision cycles and helps maintain legal certainty when updating a Master Services Agreement.

01

Draft the update: Record the exact clause changes and reference original section numbers.
02

Internal review: Legal and finance confirm language, pricing, and approval thresholds.
03

Send for signature: Deliver the update to authorized signers with a clear effective date.
04

Archive and circulate: Store executed copy and notify stakeholders of the change.

Typical routing and approval flow for an MSA update

MSA updates commonly follow a sequence from drafting to execution; document each step to maintain traceability.

Draft and Version: Create amendment and assign version number.
Legal & Finance Approval: Confirm contractual and accounting impacts.
Counterparty Review: Exchange redlines and finalize language.
Execution and Distribution: Obtain signatures, then distribute executed copy.

Online configuration checklist for completing an MSA update

Configure your digital workflow to capture approvals, evidence of consent, and an audit trail before sending the update.

Field	Configuration
Signature Type	Electronic signature (e.g., ESIGN/UETA-compliant)
Authentication	Email link, SMS code, or higher assurance KBA as needed
Conditional Fields	Show updated clauses only when applicable
Notifications	Auto-reminders and completion receipts

Technical considerations for eSigning and distributing an update

Ensure the chosen platform supports required file formats, authentication levels, and integration with your systems before sending the update.

Integrations: Salesforce, NetSuite, Google Workspace supported
File Formats: PDF and DOCX accepted
Authentication: Email, SMS, or KBA options

Common eSignature pricing and compliance comparison

Below is a concise vendor comparison for reference when choosing an eSignature service to execute Business MSA Updates; signNow is listed first as requested.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes (tiered)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Security and compliance items to confirm for electronic updates

Encryption: TLS 1.2/1.3; AES-256

Audit Trail: Timestamps and IP logs

Certifications: SOC 2 Type II available

HIPAA BAA: Execute BAA if PHI included

eSign Laws: ESIGN and UETA compliant

Access Controls: Role-based permissions

Key risks and consequences of an improperly executed update

Unenforceable Terms: Ambiguity can void modifications

Billing Disputes: Incorrect pricing causes invoices to be rejected

Authority Errors: Unsigned or unauthorized signatures create nullity

Regulatory Noncompliance: HIPAA or tax exposures if records mishandled

Version Confusion: Multiple drafts lead to conflicting obligations

Data Loss: Missing archive increases audit risk

Common pitfalls when preparing a Business MSA Update

Referencing the wrong MSA date or parties which severs the connection between documents and causes enforceability disputes.
Using vague language such as 'reasonable efforts' instead of precise deliverables or numeric limits for scope changes.
Failing to confirm signer authority per corporate bylaws or delegation policies before execution, which can invalidate the amendment.
Not updating related documents (SOWs, schedules, invoices) to reflect amended terms, causing operational friction.

Timing checklist and expected processing windows

Set clear deadlines to avoid lapse in service or billing disputes when rolling out amended terms.

Internal Review Window:

Allow 5–10 business days for legal and finance review

Counterparty Response:

Request signature within 15–30 calendar days

Effective Date:

Specify a clear MM/DD/YYYY effective date in the document

Distribution of Executed Copy:

Circulate within 3 business days of final signature

Archive and Backup:

Store executed file in contract repository immediately

Milestones from draft to live: sequential execution timeline

A four-stage milestone roadmap helps coordinate stakeholders and IT or billing changes tied to the update.

01

Drafting

Prepare amendment language and mark sections being changed

02

Review and Approval

Legal and finance sign off and counterparty redline exchange

03

Execution

Authorized signatories sign on or before the effective date

04

Implementation

Operationalize changes in billing, SOWs, and project plans

How a Business MSA Update compares to related document types

Compare common document choices to decide whether to use an amendment, a restated MSA, or a separate SOW for changes.

Document Type	Amendment	Restated MSA
Formality	lower	higher
Notarization	rare	rare
Typical Use	minor changes	broad overhaul
Filing Required

Real-world examples of Business MSA Updates

Two anonymized examples illustrate practical changes commonly handled via an update.

Renewal Pricing Update

A software vendor needed to increase seat pricing for renewal terms due to added features

The update specified per-seat pricing and new billing cycles
The signed amendment referenced the original MSA, included an effective date, and preserved all other original terms to avoid re-negotiation.

Scope Expansion

A services provider added project management services to an existing engagement

The update listed new deliverables and acceptance criteria
The executed amendment tied the new SOW schedule to the MSA and required counterparty sign-off before any additional work began.

Frequently asked questions about Business MSA Updates

Answers to common execution, enforceability, and operational questions when preparing an MSA update.

Need help? Contact support

Can an update change governing law?
Yes, parties may amend governing law, but changing choice-of-law or venue mid-contract can raise enforceability disputes; clearly state mutual consent and consider counsel review when altering dispute resolution clauses.
Is notarization required for validity?
Generally no for ordinary commercial amendments, but notarization can support evidentiary weight in some contexts; check state rules for property or estate-related matters before notarizing.
Can amendments be signed electronically?
Yes—eSignatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states; ensure records meet intent, consent, attribution, and retention criteria.
What if parties disagree on the update wording?
Exchange redlines and document each iteration; if disagreement persists, revert to original MSA terms while negotiating or involve mediation per the contract's dispute clause.
Who must sign the update?
An individual with authority per the MSA signature clause or corporate bylaws must sign; document signatory authority internally to avoid later challenges.
How to correct a signed update with errors?
Prepare a new corrected amendment referencing the executed update, obtain signatures from the same authorized signatories, and retain both versions with a clear audit trail.

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