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Legal MSDA Agreement

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LEGAL MSDA AGREEMENT

This Master Securities Dealer Agreement ("Agreement") is entered into as of the day of , , by and between Dealer Name: , with principal place of business at ("Dealer"), and Issuer Name: , with principal place of business at ("Issuer").

RECITALS

WHEREAS, Dealer is duly authorized and qualified to act as a securities dealer and to solicit and distribute certain securities and related offers on behalf of third parties; and

WHEREAS, Issuer is engaged in the business of issuing securities and desires to appoint Dealer to act as a dealer, placement agent and distributor with respect to certain securities described in Schedule A; and

WHEREAS, the parties desire to set forth the terms and conditions under which Dealer will solicit, distribute, and facilitate sales and transfers of such securities to purchasers and to memorialize procedures for confirmations, payment, reporting, indemnification and termination.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Applicable Laws" means all federal, state and local statutes, rules, regulations, orders, and judicial or administrative precedents applicable to the activities contemplated by this Agreement.

1.2 "Business Day" means any day other than a Saturday, Sunday or day on which banking institutions in the jurisdiction specified in Section 15 are authorized or required to close.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Issuer hereby appoints Dealer, and Dealer accepts such appointment, to act as an independent securities dealer and placement agent to solicit orders for the securities described in Schedule A (the "Securities") under the terms of this Agreement. Dealer shall have authority to distribute, solicit, and effect transactions in the Securities in accordance with the Issuer's instructions and this Agreement.

2.2 Independent Contractor Relationship. The relationship of Dealer to Issuer under this Agreement shall be that of an independent contractor. Dealer shall not be an employee, partner, joint venturer or agent for purposes beyond the authority expressly granted in this Agreement.

3. TERM

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for years unless earlier terminated in accordance with Section 12.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. Issuer represents and warrants to Dealer that: (a) Issuer is duly organized and validly existing under the laws of the jurisdiction specified below; (b) Issuer has full corporate power and authority to enter into and perform its obligations under this Agreement; (c) the Securities to be sold pursuant to this Agreement have been duly authorized and, when issued and delivered in accordance with the terms of the offering and applicable law, will be validly issued, fully paid and non-assessable; and (d) the execution and performance of this Agreement will not result in a breach of, or constitute a default under, any material agreement to which Issuer is a party.

4.2 Dealer Representations. Dealer represents and warrants to Issuer that: (a) Dealer is duly organized and authorized to act as a securities dealer in the jurisdictions in which it will solicit transactions; (b) Dealer will conduct its activities in compliance with Applicable Laws and with the standards of care applicable to a dealer of its type; and (c) Dealer will maintain all licenses, permits and registrations required to perform its obligations hereunder.

5. ORDERS; CONFIRMATIONS; SETTLEMENT

5.1 Orders. Dealer shall submit orders for the Securities consistent with Issuer's instructions. Dealer shall transmit each order to Issuer in the form of a written or electronic order confirmation specifying quantity, price, purchaser and any special terms or restrictions.

5.2 Confirmations; Reconciliation. Confirmations of executed transactions shall be sent to Issuer no later than Business Days following execution. The parties shall reconcile transaction records within Business Days of a reconciliation request.

6. FEES AND PAYMENT

6.1 Compensation. As full compensation for Dealer's services, Issuer shall pay Dealer fees as set forth in Schedule B. Unless otherwise agreed in writing, Dealer's fee for each transaction shall be (the "Fee").

6.2 Payment Terms. Payment of Fees shall be due within days of issuance of an invoice by Dealer. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Laws.

7. REPORTING; RECORDS

Dealer shall maintain complete and accurate books and records of all transactions effected under this Agreement for a period of not less than years, and shall provide Issuer with quarterly reports summarizing activity, as well as such ad hoc reports reasonably requested by Issuer.

8. COMPLIANCE WITH LAWS

Each party shall comply with all Applicable Laws in the performance of its obligations under this Agreement, including, without limitation, laws relating to anti-money laundering, securities offering, and market conduct. Dealer shall implement and maintain policies and procedures reasonably designed to ensure compliance with such laws.

9. CONFIDENTIALITY

9.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic.

9.2 Obligations. Each party shall protect Confidential Information of the other using at least the same degree of care it uses to protect its own confidential information, and shall not disclose Confidential Information except to its employees, agents, auditors or legal advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein.

10. INDEMNIFICATION

10.1 Indemnity by Issuer. Issuer shall indemnify, defend and hold harmless Dealer and its affiliates, officers, directors and employees from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any offering materials or Schedule A, or (b) Issuer's breach of any representation, warranty or covenant under this Agreement, except to the extent caused by Dealer's gross negligence or willful misconduct.

10.2 Indemnity by Dealer. Dealer shall indemnify, defend and hold harmless Issuer from and against losses arising from Dealer's negligence, willful misconduct or breach of this Agreement.

11. LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or fraud, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and any liability shall be limited to direct damages not to exceed the total Fees paid to Dealer under this Agreement in the preceding twelve (12) months.

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

12.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

13. NOTICES

Notices shall be given in writing and shall be effective upon personal delivery, upon confirmed delivery by nationally recognized overnight courier, or three (3) Business Days after deposit in the domestic mail, postage prepaid, certified or registered, addressed to the parties at the addresses set forth above or such other address as a party designates by notice.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all Schedules and written attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Dealer may assign this Agreement to a successor in connection with a merger or sale of substantially all of its assets.

17.2 Relationship with Affiliates. References to a party include its affiliates only where such affiliates are expressly identified in writing and agree to be bound by the terms of this Agreement.

SCHEDULE A — DESCRIPTION OF SECURITIES

SCHEDULE B — COMPENSATION SCHEDULE

Dealer

Printed Name:

By:

Date:

Issuer

Printed Name:

By:

Date:

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What the Legal MSDA Agreement Is and when it applies

The Legal MSDA Agreement (MSDA) is a master services and data-handling contract designed to set out recurring commercial terms, service deliverables, data processing obligations, and risk allocation between contracting parties. It typically combines scope of services, data protection and confidentiality provisions, liability and indemnity clauses, termination mechanics, and change-control procedures into a single umbrella agreement. When drafted clearly, an MSDA reduces repeated negotiation for each work order or statement of work and provides a consistent framework for compliance with U.S. legal standards governing electronic contracts, privacy, and record retention.

Why a clear MSDA matters for legal certainty

A well-drafted MSDA centralizes core commercial and compliance terms to reduce transactional friction, limit exposure, and speed execution. It clarifies responsibilities for data handling, sets measurable performance expectations, and supports enforceability under U.S. electronic-signature laws such as the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes.

Why a clear MSDA matters for legal certainty

Who commonly prepares and signs an MSDA

The MSDA is typically used by parties with ongoing commercial relationships that expect multiple statements of work or recurring transactions.

  • Corporate legal and contracts teams responsible for standard terms and compliance with electronic-signature law
  • Procurement and vendor management groups that need consistent payment and SLAs across suppliers
  • Service providers and vendor executives approving master terms to streamline future engagements

Different roles collaborate: legal drafts terms, operations define service levels, and executives approve commercial risk and pricing.

Primary signatories and document owners

In-house Counsel

Drafts and negotiates core MSDA provisions, evaluates liability caps, and confirms that e-signature workflows satisfy ESIGN (15 U.S.C. ch. 96) and applicable state law; often prepares the data processing addendum for privacy compliance.

Vendor Executive

Approves commercial terms and signs on behalf of the provider with authority to bind the company; ensures operational teams can meet service levels and data-security commitments in the MSDA.

Core clauses to include in a professional MSDA

A comprehensive MSDA organizes recurring terms so work-specific details live in separate statements of work, reducing ambiguity and litigation risk.

Definitions

Clear, consistent definitions for key terms (Services, Deliverables, Confidential Information, Data Controller/Processor) to avoid conflicting interpretations across statements of work.

Scope of Services

Describe types of services, deliverable acceptance criteria, and how statements of work attach and amend the master agreement.

Data Protection

Data processing obligations, security standards, breach notification timelines, and allocation of compliance responsibilities between parties.

Term & Termination

Agreement duration, renewal mechanics, termination for convenience or breach, and post-termination transition obligations.

Liability & Indemnity

Caps on liability, excluded damages, indemnification scope for third-party claims, and insurance expectations.

Dispute Resolution

Governing law, venue or arbitration, and escalation procedures for unresolved operational or billing disputes.

Essential information and compliance items

Party Names: Legal entity names
Addresses: Full business addresses
Tax ID: EIN or TIN
Effective Date: MM/DD/YYYY format
Data Roles: Controller/Processor status
Signature Blocks: Authorized signer and title

Step-by-step: completing and executing the MSDA

Follow a clear sequence to draft, review, sign, and record the executed MSDA so all parties retain admissible copies.

  • 01
    Draft core terms: Populate definitions, scope, and data clauses first.
  • 02
    Circulate for review: Share with legal and operations for redline feedback.
  • 03
    Agree execution method: Confirm electronic signature and authentication level.
  • 04
    Execute and store: Capture audit trail and archive signed PDF.

How to amend or renew an existing MSDA

Use a controlled amendment process to preserve the agreement history and ensure enforceability of updates.

01

Identify change:

Describe which clause or exhibit needs update.
02

Draft amendment:

Prepare a one-page amendment or revised exhibit.
03

Obtain approvals:

Get sign-off from legal and finance.
04

Execute amendment:

Apply same signing method as original.
05

Attach to master:

Attach amendment to the MSDA file.
06

Retain history:

Keep prior versions for audit.

Recommended online workflow settings

Configure an e-sign workflow that captures identity, order, and retention required for legal validity and audits.

Field Configuration
Review Mode Sequential review with tracked redlines
Signing Order Specify signatory order for lead parties
Authentication Email plus SMS or KBA where required
Retention Store signed PDF and audit trail

Where to send and how to file the executed MSDA

Establish a single filing and distribution flow so each party can access the executed agreement and audit log.

  • Primary Distribution: Send executed copies to each party via secure email or portal.
  • Legal Repository: Store the signed PDF and audit trail in the legal contract repository.
  • Operational Teams: Distribute applicable SOWs and onboarding tasks to operations.
  • External Filings: File any notices or certifications required by regulators.

Electronic signing and file-format considerations

Use an e-sign platform that produces an auditable signed PDF and preserves a tamper-evident certificate alongside the document.

  • File Formats: PDF and DOCX supported
  • Integrations: CRM and cloud storage connectors
  • Authentication Modes: Email, SMS, KBA, or SSO

Common deadlines and notice timing in an MSDA

Include clear, calendar-based deadlines so notice periods and cure windows are enforceable and operationally actionable.

Execution Deadline:

Specify date by which all parties must sign.

Effective Date:

Date when obligations and performance begin.

Notice Periods:

State days required for termination or breach notice.

Cure Period:

Time allowed to remedy a material breach.

Renewal Notice:

Window to give non-renewal notice before auto-renewal.

Common drafting and execution mistakes to avoid

  • Using vague scope language that shifts disputes into litigation instead of operational resolution, increasing cost and delay.
  • Failing to attach or reference statements of work clearly, creating ambiguity about deliverables and payment obligations.
  • Neglecting data-processing requirements, which can expose parties to regulatory fines and contractual indemnity claims.
  • Executing without confirming signer authority, which risks later challenges to the agreement’s validity or enforceability.

Key risks and penalties from errors

Unenforceable Clause: May be struck by courts
Data Breach Costs: Regulatory fines and remediation
Liability Exposure: Unlimited damages if caps invalid
Operational Disruption: Service delays and stop-work orders
Tax or Reporting: Incorrect filings can incur penalties
Signature Challenges: Disputes over consent or attribution

Practical tips for accurate and efficient MSDA completion

Consistent templates and controlled redline practices reduce negotiation time and protect enforceability.

Use a single master template
Maintain an approved MSDA template in the legal repository and require tracked redlines against it to prevent divergent clause language across deals.
Standardize DPAs
Attach a standard data processing addendum for any engagement that processes personal data; ensure subprocessors and cross-border transfer language are covered.
Document signer authority
Require evidence of signer authority or a corporate resolution when counterparty signatories are not officers or registered agents.
Archive audit trails
Preserve the executed PDF plus the platform audit trail and any notarization or identity-proofing records for dispute readiness.

Real-world examples of MSDA execution with e-signing workflows

Organizations use master agreements to speed recurring transactions; the examples below illustrate operational impact and user experience.

Optica Ventures LLC — Brian Fitzgibbons

Optica adopted a master agreement to centralize vendor terms and speed onboarding.

  • Reduced repetitive negotiation for recurring projects.
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties — Tim Martin

A property-management firm used an MSDA for multiple vendor services across portfolios.

  • Execution times shortened across jurisdictions.
  • I can process and execute all of these documents online with 100% compliance and built-in security.

Comparing eSignature options for executing an MSDA

Select a solution that supports required authentication, produces audited signed PDFs, and aligns with your compliance needs; signNow appears first for comparison consistency.

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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about MSDA execution and e-signatures

Answers to common questions about electronic execution, enforceability, and practical issues when using an e-sign platform for a master agreement.


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