Can an MSA be signed electronically?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are enforceable for most commercial contracts if intent, consent, attribution, and record retention are satisfied.

When is notarization required?

Notarization is rarely required for routine MSAs but may be necessary for specific instruments such as deeds, mortgages, or where state law or recording requires it; verify with local counsel.

Who must sign to bind the company?

A person with delegated authority—an officer or a named authorized representative—must sign. Ensure corporate authority is documented to avoid later challenges to enforceability.

How do I handle amendments?

Use written amendment procedures specified in the MSA. Execute amendments with the same formalities as the original agreement, including authorized signatures and dated change orders.

Where should signed copies be stored?

Store final signed PDFs in a secure contract repository with access controls and retention rules. Maintain audit trails to support disputes or regulatory reviews.

What if a party breaches delivery terms?

Follow the contract's cure and dispute procedures. Document nonconformities, provide required notices, and pursue remedies specified such as replacement, price adjustments, or liquidated damages.

Electronic Signature
Templates
Miscellaneous
Manufacturing Services Agreement

Manufacturing Services Agreement

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Manufacturing Services Agreement

This Manufacturing Services Agreement (the Agreement) is made and entered into as of (Effective Date) by and between the parties identified below.

Parties

Manufacturer Name: Manufacturer Address: Client Name: Client Address:

Recitals

WHEREAS, Manufacturer is engaged in the business of manufacturing, assembling and supplying goods and parts in accordance with design specifications and quality standards; and

WHEREAS, Client desires to engage Manufacturer to manufacture components and/or finished goods as set forth in this Agreement and Manufacturer agrees to provide such services under the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth the scope, payment, delivery, confidentiality and other terms governing their relationship.

Scope of Work

Manufacturer shall perform manufacturing and related services for Client as described below. The description shall include product specifications, tolerances, materials, quantities, production schedule and acceptance criteria. Any change in specifications shall be made only by written change order signed by both parties.

Describe Scope of Work:

Payment Terms

Client shall pay Manufacturer for services rendered according to the pricing and schedule below. Prices are exclusive of applicable taxes unless otherwise stated. All payments shall be made in lawful money of the United States by wire transfer or other agreed method.

Unit Price (if applicable): Estimated Quantity: Payment Schedule: Late Payment Fee:

Delivery, Inspection and Acceptance

Manufacturer shall deliver goods in accordance with agreed shipping terms. Client shall inspect delivered goods within a commercially reasonable period and shall notify Manufacturer in writing of any nonconformity. Accepted goods shall be deemed to conform to requirements unless Client provides notice of rejection within the inspection period.

Inspection Period (days):

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified below.

Cure / Notice Period (days):

Confidentiality

Each party shall keep confidential all proprietary information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential. Confidential information shall not include information that is (a) already known to the receiving party without restriction, (b) becomes public through no fault of the receiving party, (c) is rightfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the receiving party. Receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property and Tooling

All intellectual property owned or developed by a party prior to or outside the scope of this Agreement shall remain the sole property of that party. Any new inventions, designs, tooling or improvements developed specifically for Client under this Agreement shall be owned by Client unless the parties agree otherwise in writing. Manufacturer shall clearly mark and segregate Client tooling and shall not use tooling for any third party without Client's written consent.

Insurance and Indemnification

Manufacturer shall maintain commercial general liability, product liability and workers' compensation insurance in amounts sufficient to cover its obligations hereunder. Manufacturer shall indemnify, defend and hold harmless Client, its officers and employees from and against any third-party claims to the extent arising out of Manufacturer's negligence, willful misconduct or breach of this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, infringement of intellectual property, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Manufacturer under the applicable purchase order in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law rules.

Governing State:

Entire Agreement

This Agreement, together with any purchase orders, specifications and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

Manufacturer Contact Name: Manufacturer Contact Address: Client Contact Name: Client Contact Address:

Additional Provisions

The obligations and rights under this Agreement are assignable only with the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder.

Special Terms or Additional Provisions:

Manufacturer Name:

By:

Date:

Client Name:

By:

Date:

What a Manufacturing Services Agreement covers

A Manufacturing Services Agreement (MSA) is a contract between a contracting party and a manufacturer that sets out scope, deliverables, pricing, lead times, quality standards, intellectual property allocation, confidentiality, and termination rights. MSAs govern production runs, materials sourcing, change control, inspection and acceptance criteria, and remedies for defects. These agreements allocate risk for delays, nonconforming goods, and warranty claims, and typically include representations, indemnities, insurance requirements, and a dispute resolution framework tailored to the manufacturing relationship.

Why a clear MSA matters for operations and risk control

A well-drafted MSA reduces ambiguity about responsibilities, minimizes production delays, protects intellectual property, and clarifies remedies for defects or late delivery. Clear terms improve supplier performance, support compliance with industry rules, and limit downstream disputes.

Typical users and stakeholders for a Manufacturing Services Agreement

Multiple departments touch MSAs: procurement, operations, legal, quality assurance, and finance all rely on the contract to coordinate production and payment terms.

Procurement and supply chain teams who manage supplier selection and ordering, and who enforce delivery schedules and price terms.
Operations and quality teams who accept shipments, run inspections, and escalate nonconforming product to suppliers.
Legal and finance groups who verify liability limits, payment milestones, taxes, and IP protections in the agreement.

Involve appropriate internal stakeholders early to ensure the MSA aligns with operational realities and regulatory obligations.

Who typically signs on behalf of each party

Authorized Representative

An officer or delegated signatory with corporate authority (president, VP, or other designee). Confirm board or internal delegation to bind the company and include job title and authority statement in the signature block.

Plant Manager

Operational signatory responsible for production and delivery obligations. When signing operational exhibits, ensure the plant manager has delegated authority for schedule and quality commitments.

Core elements every Manufacturing Services Agreement should include

Include clear provisions for scope, quality, scheduling, pricing, intellectual property, and termination to reduce disputes and ensure predictable performance.

Scope of Work

Define products, specifications, bill of materials, tolerances, and acceptable suppliers so both parties share a concrete baseline for production and inspection.

Quality & Acceptance

Describe inspection procedures, sampling plans, acceptance criteria, and corrective action workflows to resolve defects and manage rework or replacement.

Pricing and Payments

Specify unit pricing, volume discounts, invoicing frequency, payment terms, currency, taxes, and procedures for disputed invoices or offsets.

Intellectual Property

Allocate ownership of designs, improvements, and tooling. Include license grants, confidentiality obligations, and restrictions on manufacturer use of IP.

Change Control

Set a formal change-order process for engineering changes, cost impacts, lead-time adjustments, and documentation of approved deviations.

Liability & Insurance

Limit consequential damages where appropriate, require commercial liability and product insurance, and include indemnities for IP infringement and third-party claims.

Step-by-step: completing and executing an MSA

Follow a consistent process from draft to execution to ensure obligations, approvals, and records are correct.

01

Drafting: Prepare a draft with commercial and legal input aligned to project scope.
02

Internal Review: Circulate to procurement, operations, QA, IP, and finance for redlines.
03

Negotiation: Negotiate terms, record agreed changes, and finalize exhibits and SOWs.
04

Execution: Collect authorized signatures and store signed copies in the contract repository.

How to configure an online MSA workflow

Configure the digital workflow to match approval stages and signature roles before sending for signature.

Field	Configuration
Signer Order	Sequential or parallel routing as required
Authentication	Email link, SMS code, or stronger MFA
Conditional Fields	Show or hide clauses based on checkbox choices
Audit Trail	Enable full timestamps and IP capture

Where to send or file the executed agreement

Route the signed MSA to internal systems and relevant teams for onboarding and recordkeeping.

Contract Repository: Store final PDF in centralized contract management system
Procurement Team: Notify procurement to issue purchase orders
Finance: Send signed copy for payment and invoicing setup
Operations: Share exhibits and SOWs to production planning

Digital signing and platform requirements

Choose a platform that supports secure eSignatures, audit trails, and the file formats your teams use.

File formats: PDF and DOCX supported
Integrations: Connects to ERP and storage systems
Authentication: Supports email, SMS, and enterprise SSO

Verify the provider supports retention, access controls, and legal compliance for your industry before executing key supplier contracts.

Key contract timelines and typical deadlines

Identify and document time-sensitive milestones to avoid missed obligations and payment disruptions.

Effective Date:

When obligations commence; ties to warranty and payment schedules

Production Lead Time:

Supplier lead time per schedule; tie penalties to missed dates

Acceptance Window:

Number of days for buyer inspection and rejection

Change Notice Period:

Advance notice required for engineering or material changes

Termination Notice:

Notice period required for termination without cause

Common mistakes to avoid when preparing an MSA

Vague scope or specifications that allow differing interpretations and disputes over acceptable product quality and tolerances.
Missing change-control process so engineering updates are not properly documented or priced, causing production disputes.
Failure to specify acceptance criteria and inspection timelines, resulting in late-stage rejections and cost allocation issues.
Overlooking IP ownership and tooling rights that can lead to downstream ownership disputes and unexpected licensing fees.

Key legal and commercial risks in MSAs

Delay Damages: Liquidated damages

Product Liability: Recall and replacement costs

IP Dispute: Injunctions and damages

Tax Exposure: Withholding and audit risk

Termination Costs: Work-in-progress write-offs

Confidentiality Breach: Loss of trade secrets

How the Manufacturing Services Agreement differs from similar contract types

Compare common contract forms to choose the right document type for your commercial relationship.

Criteria	MSA	Purchase Order
Scope Flexibility	broad master terms	narrow line-item scope
Term Length	multi-year	transactional
Pricing Method	agreed schedules or formulas	fixed per order
Change Control	formal change orders	buyer-issued revisions

eSignature vendor comparison for executing the Manufacturing Services Agreement

Key vendor characteristics relevant to contract execution and compliance. signNow appears first per platform comparison conventions.

	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	Yes, 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Required information and data points to include in the MSA

Legal Names: Full corporate names

Addresses: Street, city, state, ZIP

Contact Points: Primary buyer and supplier contacts

Payment Details: Bank account or billing info

Product Specs: Detailed BOM and tolerances

IP Clauses: Ownership and license terms

FAQs and common execution issues for Manufacturing Services Agreements

Answers to common questions about signing, notarization, revisions, storage, and dispute handling for MSAs.

Need help? Contact support

Can an MSA be signed electronically?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are enforceable for most commercial contracts if intent, consent, attribution, and record retention are satisfied.
When is notarization required?
Notarization is rarely required for routine MSAs but may be necessary for specific instruments such as deeds, mortgages, or where state law or recording requires it; verify with local counsel.
Who must sign to bind the company?
A person with delegated authority—an officer or a named authorized representative—must sign. Ensure corporate authority is documented to avoid later challenges to enforceability.
How do I handle amendments?
Use written amendment procedures specified in the MSA. Execute amendments with the same formalities as the original agreement, including authorized signatures and dated change orders.
Where should signed copies be stored?
Store final signed PDFs in a secure contract repository with access controls and retention rules. Maintain audit trails to support disputes or regulatory reviews.
What if a party breaches delivery terms?
Follow the contract's cure and dispute procedures. Document nonconformities, provide required notices, and pursue remedies specified such as replacement, price adjustments, or liquidated damages.

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