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Master Services Agreement

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Professional Services Agreement

This Professional Services Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between , a with offices at , and , a with offices at .

This Agreement covers the purchase and license of consulting, development and other services from XCare.net, pursuant to orders placed by Client and accepted by XCare.net after the Effective Date. This includes the following Asthma Management objectives: electronic medical records, workflow engines, data warehousing, support, maintenance, hosting services, and the Internet product.

This Agreement includes the following attachments, which are incorporated herein by this reference:

Attachment 1: XCare.net Development Services

Attachment 2: Schedule of Work Deliverables, Project Plan, Fees and Payment Terms

Attachment 3: Maintenance Agreement

Attachment 4: Architectural Platform

Attachment 5: List of Acceptance Criteria

Attachment 6: Escrow Agreement

Attachment 7: Hosting Agreement

Any notice required or permitted under this Agreement will be in writing and delivered to the address set forth below, or to such other notice address as the other party has provided by written notice.

AGREED:

XCare.net

By:

Printed Name and Title:

Date:

Client

By:

Printed Name and Title:

Date:

ATTACHMENT 2 - SCHEDULE OF WORK AND FEES

This Schedule describes Services to be provided by XCare.net to Client under this Professional Services Agreement dated .

1. DESCRIPTION OF WORK

1.1 Phase I - Development of Beta Website Version 1.0

Major activities include:

Analyze Functional Requirements

Database Design

Define network architecture for Client and physician offices

Define hardware architecture for Client and physician offices

Questionnaire Content Development

Selection of Bulletin Board Software

Hosting of Interim Marketing Website

Implementation Plan for version 2.0 Beta Site

TOTAL ESTIMATED HOURS = HOURS

TOTAL ESTIMATED COST = $K - $K

PAYMENT SCHEDULE

o 20% upon signing the contract

o 40% Dec. 31, 1999

o 30% Jan. 31, 2000

o 10% Feb. 15, 2000

1.2 Phase Ia - Development of Beta Website Version 2.0

1.3 Phase II - Final Site Integration/Implementation

2. FEE SCHEDULE

For time and materials projects, XCare.net billing rates are and payable upon completion of the agreed upon milestone activities.

Travel expenses associated with the project will be billed separately.

There will be no hosting charges made for XCare.net to host the interim marketing site, the branded interim marketing site, and the beta web site through Dec. 31, 1999.

3. XCARE.NET AND CLIENT CONTACTS

Asthma Management Corporation

Bob Smoler, CEO,

Anna Wong, Chief Operating Officer,

XCare.net

Jon Wisda, V.P. Product Development,

Debbie Daufeldt, Director, Solution Architecture,

XCARE.NET

By:

Printed Name:

Title:

Date:

CLIENT

By:

Printed Name:

Title:

Date:

ATTACHMENT 3 - MAINTENANCE SERVICES

Maintenance services include:

Content updates to the Client website

Updates to the Documentation issued by XCare.net

Remote diagnostic support, 24x7

Automatic annual renewal unless notice is given

ATTACHMENT 4 - ARCHITECTURAL PLATFORM

The platform relies on a redundant frame network, multitiered fully redundant architecture using UNIX as the base operating system.

Hosting facility location:

ATTACHMENT 5 - LIST OF ACCEPTANCE CRITERIA

Select applicable acceptance criteria:

Search the IT system for possible patient records

Intake screens: Demographics

Intake screens: Communication

Intake screens: Parental Consent

Intake screens: Emergency Contact

Intake screens: Appointment Preference

Intake screens: Insurance Coverage

Intake screens: Coordination of Benefit

Intake screens: PCP

Intake screens: Referring Physician

Intake screens: Consult Letter

Intake screens: Pharmacy

Intake screens: Outreach

Research flag screen

Check patient's record for research study or clinical trial flag

Symptoms screen

Trigger Factors screen

Environmental Assessment screen

Past Medical History screen

Asthma screen

Medication History screen

Quality of Life

Asthma action plan screen

Assign a Nurse Educator to each patient

Asthma education initial visit screen

Print consult letters

ATTACHMENT 6 - ESCROW AGREEMENT

Escrow agreement details to be completed if applicable.

ATTACHMENT 7 - HOSTING AGREEMENT

This Hosting Services Agreement is entered into as of by and between and .

HOSTING SERVICES AGREEMENT - AGREED:

XCare.net

By:

Printed Name and Title:

Client

By:

Printed Name and Title:

HOSTING SERVICES DESCRIPTION AND PRICE SCHEDULE

Server Configuration

Hardware

XCare.net Hosting Provided Software

Data Center

Bandwidth & Networking

Backup

Services

Pricing Setup Fee: Monthly Fee:

Total Pricing as configured above:

Transaction Fee -

Each additional 1Mbps of average bandwidth utilization:

Each additional 10GB of data backup:

SCHEDULE 2 - MANAGED SERVICES OPTION

Performance/resource monitoring and proactive problem resolution

Daily systems administration tasks

Applying operating system enhancements and security patches

Adding user accounts

Configuring DNS and database connections

Managing DNS services

Adding/configuring FTP services

Installing security certification keys

Minor software revision changes & application patches

Conducting automatic log rotation

Checking disk space

Facilitating restore requests

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What a Master Services Agreement Is and when it applies

Master Services Agreement (MSA) is a contract that establishes the general terms and conditions governing ongoing services between a service provider and a client. It sets the framework for work orders, statements of work, pricing, deliverables, intellectual property, confidentiality, warranties, indemnities, limitation of liability, termination, and dispute resolution. An MSA reduces repetitive negotiation by addressing standard legal and commercial terms once, leaving individual projects to reference the MSA and attach specific statements of work that define scope, schedule, and payment for each engagement.

Why using a Master Services Agreement reduces friction

A Master Services Agreement streamlines repeated transactions, clarifies risk allocation, and shortens contracting cycles. By fixing core terms upfront—such as IP ownership, indemnities, and termination rights—both parties reduce legal review time and improve predictability for budgeting and project delivery.

Why using a Master Services Agreement reduces friction

Typical teams and roles that use an MSA

Common users who rely on MSAs include in-house legal teams, procurement, vendor managers, and project leads managing repetitive services across multiple engagements.

  • Technology vendors managing development or SaaS contracts with recurring updates and SOWs.
  • Professional services firms delivering consulting, implementation, or managed services across multiple clients.
  • Large enterprises that centralize procurement and need uniform terms for many suppliers.

MSAs are particularly helpful where organizations expect numerous statements of work, recurring transactions, or long-term supplier relationships requiring consistent legal terms.

Core Sections to Include in Your Master Services Agreement

These six clauses form the backbone of a Master Services Agreement and should be drafted to balance operational needs, risk allocation, and compliance across all downstream statements of work.

Scope of Work

Define services covered by the MSA and the mechanism for attaching SOWs or change orders; include deliverables, milestones, acceptance criteria, and responsibilities to prevent scope disputes.

Term & Termination

Specify agreement duration, renewal procedures, termination for convenience or cause, notice periods, and post-termination obligations including transition assistance and payment of outstanding fees and return or destruction of confidential materials.

Pricing & Payment

Detail pricing models, invoicing frequency, payment terms, late fees, taxes, expense reimbursement, and procedures for disputed invoices to protect cash flow and reduce billing disputes.

Intellectual Property

Allocate ownership of pre-existing IP, work product, and licensed technology; include licensing rights, rights to use deliverables, and procedures for handling third-party components or open-source software.

Confidentiality

Define confidential information, exclusions, permitted disclosures, duration of confidentiality obligations, standard of care, and procedures for return or secure destruction of sensitive materials, including any regulated data such as PHI or financial records.

Liability & Indemnity

Limitations of liability, caps on damages, indemnification obligations, procedures for claim notice and defense, and carve-outs for willful misconduct, gross negligence, or breach of confidentiality.

Step-by-step: filling out and executing an MSA

Follow this sequence to complete an MSA accurately, from initial parties and scope through signature and execution of associated statements of work.

  • 01
    Identify Parties: Enter legal names and contact information for each contracting party.
  • 02
    Attach SOWs: List all SOWs and reference numbers clearly.
  • 03
    Set Payment Terms: Specify currency, invoicing, and net due days.
  • 04
    Sign and Date: Ensure authorized signatories sign, print name, and date.

Configuring online execution and workflow settings

Set up digital workflow fields, signer order, authentication, and retention settings before sending the Master Services Agreement for signatures.

Workflow field and configuration guide Recommended configuration or value for each workflow setting.
Signer authentication method and strength Email link with optional SMS or KBA for sensitive agreements.
Field validation and conditional logic rules Use required fields, conditional SOW attachments, and date format MM/DD/YYYY.
Signer order and role assignments Set sequential or parallel signing; assign roles and responsibilities.
Document retention and export settings Enable audit trail, encrypted storage (AES-256), and PDF/A export.

Technical checklist for eSignature platforms used with MSAs

Ensure the chosen eSignature platform meets authentication, file format compatibility, and compliance requirements before sending the Master Services Agreement for signature.

  • File formats: PDF and Word DOCX supported.
  • Security standards: AES-256 at rest; TLS 1.2/1.3 in transit.
  • Integrations: Connects to Salesforce, NetSuite, Google Workspace.

Typical online execution flow for a Master Services Agreement

A standard e-sign workflow moves the MSA through upload, field placement, signer authentication, signature capture, and distribution with an audit trail.

  • Upload Document: Upload MSA PDF or DOCX to platform.
  • Prepare Fields: Place signature, initial, and date fields appropriately.
  • Authenticate Signers: Use email link, SMS code, or stronger KBA.
  • Send & Track: Distribute signing links and monitor audit log.

Key deadlines and timing to include in an MSA

MSAs generally have timing elements tied to effective dates, renewal windows, invoice due dates, notice periods, and deliverable milestones across SOWs.

Execute effective date and initial SOW timing:

Sign and date to start term and SOW schedules.

Invoice and Payment Due Dates:

Follow net terms (e.g., Net 30) and note late fee triggers.

Renewal windows and termination notice periods:

Provide required notice in contract for automatic renewal or nonrenewal.

Deliverable milestone dates and acceptance testing:

Specify dates, acceptance criteria, and cure periods for remediation.

Post-termination obligations, transition, and retention timeline:

Outline transition assistance timing and data return or destruction steps.

Common penalties and operational risks from faulty MSAs

Unenforceable Terms: Ambiguous clauses risk unenforceability.
Payment Disputes: Late or unclear terms cause billing conflicts.
IP Ownership Gaps: Missing assignments lead to ownership disputes.
Regulatory Noncompliance: Failing HIPAA or industry rules creates fines.
Termination Exposure: Improper notice periods incur unexpected costs.
Tax Reporting Errors: Incorrect payer/recipient details trigger IRS penalties.

Security and compliance baseline for electronically executed MSAs

Encryption in transit/rest: TLS 1.2/1.3 in transit; AES-256 at rest.
Certifications & compliance: SOC 2 Type II, ISO 27001, PCI DSS, HIPAA available.
BAA Availability: Business Associate Agreement available for HIPAA.
Audit trail: Detailed timestamps, IP, and action history.
Access Controls: Role-based access and SSO support.
Regulatory Standards: Compliant with ESIGN, UETA, and 21 CFR Part 11.

eSignature pricing and baseline feature comparison

Compare baseline pricing and feature availability across eSignature providers commonly used to execute Master Services Agreements.

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 trial Varies Varies Varies Varies
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 MSAs and electronic execution

Answers to common questions about executing, validating, and managing Master Services Agreements electronically, including legal validity, authentication, and retention obligations.


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