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MSA Exhibit Template

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MSA EXHIBIT TEMPLATE

This Exhibit (this Exhibit) is made effective as of between Client Name: and Contractor Name: . This Exhibit is attached to and governed by the Master Services Agreement referenced below.

Recitals

WHEREAS, the parties entered into a Master Services Agreement dated (the Master Services Agreement); and

WHEREAS, the parties desire to set forth specific services, deliverables, payment terms and schedules applicable to the services described in this Exhibit; and

WHEREAS, the terms of the Master Services Agreement shall govern except as expressly modified herein.

1. Exhibit Identification

2. Scope of Work

Contractor shall perform the services and deliverables described below in accordance with the schedule and specifications set forth in this Exhibit. Services shall be performed in a professional manner in accordance with industry standards.

3. Payment Terms

Client agrees to pay Contractor for the services rendered under this Exhibit in accordance with the amounts and schedule set forth below. All amounts are in U.S. dollars unless otherwise stated.

Any undisputed amount not paid within days after the due date shall accrue interest at a rate of per month, or the maximum rate permitted by law, whichever is lower. Client shall be responsible for reasonable collection costs for delinquent amounts.

4. Term and Termination

This Exhibit shall commence on and shall continue until unless earlier terminated in accordance with this Exhibit or the Master Services Agreement.

Either party may terminate this Exhibit for convenience upon days' prior written notice. Termination for cause shall be governed by the default and cure provisions of the Master Services Agreement; if no cure period is specified in the Master Services Agreement, the cure period shall be days.

5. Confidentiality

Each party acknowledges that in performing under this Exhibit it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each party shall (a) use Confidential Information only to perform its obligations under this Exhibit; (b) limit access to Confidential Information to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party except as permitted by the Master Services Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Exhibit; (ii) was rightfully received from a third party without restriction; (iii) was known prior to disclosure as demonstrated by written records; or (iv) was independently developed without use of the other's Confidential Information.

6. Change Orders

Any changes to the scope, schedule or price shall be documented in a written change order signed by authorized representatives of both parties. No change shall be effective until such change order is executed.

7. Insurance and Compliance

Contractor shall maintain insurance coverage as required by the Master Services Agreement and applicable law. Contractor shall perform all services in compliance with applicable laws, regulations and industry standards.

8. Governing Law

This Exhibit shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles.

9. Entire Agreement

This Exhibit, together with the Master Services Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. In the event of any inconsistency between this Exhibit and the Master Services Agreement, the terms of this Exhibit shall control only with respect to the subject matter expressly described herein.

10. Miscellaneous

Notices under this Exhibit shall be provided in accordance with the Master Services Agreement. Neither party may assign this Exhibit except as permitted by the Master Services Agreement. The parties agree that monetary damages may be inadequate for breach of confidentiality and equitable relief may be sought in addition to other remedies.

The undersigned authorized representatives of the parties have executed this Exhibit as of the date(s) set forth below.

Client

Printed Name:

By:

Date:

Contractor

Printed Name:

By:

Date:

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What the MSA Exhibit Template Is and When It Applies

An MSA Exhibit Template is a standardized attachment to a Master Services Agreement that sets out specific commercial terms for a discrete scope of work, such as pricing, service levels, delivery milestones, or technical specifications. Exhibits are legally binding parts of the MSA when signed by authorized parties and are used to modularize complex agreements so core terms remain consistent while operational details vary by project or purchase order. Using a template reduces drafting time, helps ensure consistent clauses across engagements, and provides a repeatable format for future amendments and exhibits.

Why a Clear Exhibit Template Matters for Contract Consistency

A professional MSA Exhibit Template centralizes pricing, deliverables, and performance metrics to reduce disputes, speed approvals, and enable consistent vendor comparisons while preserving the master agreement’s legal framework.

Why a Clear Exhibit Template Matters for Contract Consistency

Who Typically Prepares and Reviews an MSA Exhibit

Different teams use exhibits for different reasons; preparation often requires cross-functional input to ensure completeness and enforceability.

  • Service providers and account managers who need to memorialize project-specific pricing, scope, and timelines for each customer engagement.
  • Procurement and vendor management teams that compare exhibits across suppliers to ensure consistent commercial terms and risk allocation.
  • Legal and contracts teams that review clause alignment with the master agreement and confirm signature authority and governing law.

Final review typically combines legal sign-off with business approval to ensure the exhibit aligns with operational requirements and risk tolerances.

Core Components to Include in Every Exhibit

A complete exhibit isolates project-specific terms from the master agreement and uses clear cross-references to avoid conflicts and streamline execution.

Scope of Work

Describe deliverables, acceptance criteria, and any exclusions in precise terms so parties share expectations and avoid scope creep during performance.

Pricing

State fees, payment milestones, invoicing intervals, and expense reimbursement rules, including any one-time charges, recurring fees, and escalation formulas.

Schedule

Set start dates, delivery milestones, and critical dependencies; tie liquidated damages or service credits to measurable dates where appropriate.

Service Levels

Specify measurable metrics, measurement periods, remedies for nonperformance, and reporting cadence for uptime, response times, or throughput.

Change Control

Define how changes to scope, schedule, or pricing are proposed, approved, documented, and incorporated into the exhibit without altering the MSA core terms.

Security & Compliance

Capture required standards, data handling practices, and any required attestations (e.g., HIPAA safeguards, encryption, or audit rights) relevant to the engagement.

Essential Information Fields for an Exhibit

Parties: Full legal names
Effective Date: MM/DD/YYYY
Exhibit ID: Unique identifier
Scope Reference: Cross-reference clause
Signatory: Name and title
Billing Terms: Payment schedule

Step-by-Step: Preparing and Executing an Exhibit

Follow these sequential steps to prepare, review, and finalize an MSA exhibit that aligns with the master agreement and internal approval controls.

  • 01
    Draft: Populate template fields with project-specific details.
  • 02
    Internal Review: Obtain business, finance, and legal sign-off.
  • 03
    Signatures: Collect signatures from authorized representatives.
  • 04
    Distribute: Share executed copy with stakeholders and retain records.

Configuring an Online Exhibit Workflow

Map the exhibit workflow so electronic routing, authentication, and storage align with internal controls and audit requirements.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email link, SMS code, or KBA
Conditional Fields Show/hide fields based on selections
Retention Automatic archival policy

Where to File or Send an Executed Exhibit

Identify primary destinations for signed exhibits to ensure visibility and compliance across teams.

  • Counterparty: Send executed copy to the other party
  • Contracts Repository: Store in centralized contract management system
  • Finance: Provide billing team a copy for invoicing
  • Project Team: Share with delivery and operations staff

Digital Signing and File Format Requirements

Exhibits should be executed in formats that preserve content and audit evidence while integrating with document systems.

  • File Types: PDF or DOCX preferred
  • Audit Trail: Timestamps and signer IP
  • Integrations: CRM or CLM connectors

Ensure the chosen platform supports tamper-evident PDFs, retains audit logs, and exports official records for long-term retention.

Typical Timing and Deadlines for an Exhibit Lifecycle

Key dates determine milestone obligations, payment triggers, and termination notice windows—document them clearly.

Execution Date:

Date parties sign the exhibit

Effective Date:

When obligations commence

Milestone Deadlines:

Delivery dates linked to payments

Notice Periods:

Timeframes for termination or breach notices

Amendments:

Dates when changes take effect

Common Mistakes When Preparing an Exhibit

  • Leaving scope undefined or relying on vague references leads to disagreements over deliverables and acceptance.
  • Failing to align payment milestones with delivery dates causes cash flow disputes between finance and operations.
  • Using conflicting governing law or venue clauses between the MSA and exhibit creates enforceability uncertainty.
  • Not confirming signature authority or role can make the exhibit voidable or challengeable later in disputes.

Potential Risks and Legal Consequences

Contract Invalidity: Ambiguities may cause unenforceability
Payment Delays: Missed invoicing deadlines
Regulatory Noncompliance: Privacy or security breaches
Dispute Costs: Litigation or arbitration expenses
Tax Exposure: Incorrect invoicing treatment
Operational Impact: Project delays and rework

Real-World Usage Examples of Exhibits in Practice

These examples show how organizations use exhibit templates to speed execution and maintain compliance in repeatable workflows.

Tech Data

Tech Data standardized exhibits tied to specific service tiers to reduce negotiation time by consolidating commercial terms.

  • The approach limited redlines per deal.
  • As a result, Tech Data reported faster onboarding and clearer billing processes while preserving central MSA protections across thousands of customer engagements.

Xerox

Xerox used exhibit templates integrated with its ERP system to pull pricing and deliverable data automatically.

  • This reduced manual entry errors during contract generation.
  • Automated templates improved accuracy for billing, enabled consistent NetSuite integration, and reduced review cycles between legal and operations.

Who Is Authorized to Sign an Exhibit

VP Contracts

Typically an executive with delegated contracting authority who can bind the company for financial commitments. Confirm delegation of authority levels before acceptance and record the approver’s title with the signature.

General Counsel

Legal signatory who confirms terms comply with internal policy and applicable law. Their signature verifies legal alignment with the MSA and any regulatory requirements tied to the exhibit.

eSignature Vendor Comparison for Executing Exhibits

Compare basic pricing and capability markers for common eSignature providers when choosing a platform to execute and store exhibits electronically.

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

Frequently Asked Questions About MSA Exhibits

Answers to common questions about validity, execution, and management of MSA exhibits using electronic and hybrid workflows.


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