MSA Review Comments Form

MSA Review Comments Form

This Master Services Agreement Review Comments Form documents the review of the Master Services Agreement identified below and the positions of the reviewing parties. Agreement title/reference:

Client Name:    Counterparty Name:

Agreement effective date:

Recitals

WHEREAS, the parties have negotiated or are negotiating the Master Services Agreement referenced above and require an internal record of legal review, identified issues, and recommended negotiation positions; and

WHEREAS, the reviewer(s) listed below have examined key provisions including scope of services, term and termination, pricing and invoicing, indemnities, limitations of liability, confidentiality, data protection, and warranty and representational provisions, and have prepared the comments and recommended revisions set forth in this form; and

WHEREAS, this Form is an internal legal and business document intended to memorialize review comments and negotiation strategy and does not itself amend the underlying Master Services Agreement unless executed by authorized signatories of both parties in accordance with the signature block below.

NOW THEREFORE

NOW THEREFORE, in consideration of the mutual covenants contained in the underlying Master Services Agreement and the parties' desire to document internal review and recommended edits, the reviewer(s) set forth the following comments and positions.

1. Reviewer Information & Summary

2. Clause-by-Clause Comments

For each material clause below, provide the clause reference, the comment, recommended edit language, and risk rating.

Risk Rating: Low Medium High

Risk Rating: Low Medium High

3. Recommended Edits and Negotiation Position

The reviewer recommends the following overall negotiation posture and specific edits to achieve an acceptable allocation of risk.

Concede on low-risk commercial terms
Harden positions on indemnity, limitation of liability, and confidentiality
Propose risk-sharing arrangement (split caps, carve-outs)
Other:

4. Risk Assessment & Compliance Considerations

Identify any regulatory, privacy, export control, or industry-specific compliance issues arising from the current draft.

Low Medium High

5. Business Approvals and Comments

6. Notices

Provide the names and addresses for formal notice correspondence related to negotiation or execution of edits.

7. Governing Law; Entire Agreement; Severability; Other Provisions

Governing Law: The parties' negotiation positions with respect to governing law are noted below. Unless otherwise agreed, the reviewer recommends that the Master Services Agreement be governed by the laws of the state specified below without regard to conflict of law principles. Governing State:

Entire Agreement: The reviewer recommends that the MSA include an explicit entire agreement clause confirming that the written MSA, including any SOWs and exhibits, constitutes the complete and exclusive agreement between the parties with respect to the subject matter and supersedes prior discussions and agreements.

Severability: The reviewer recommends inclusion of a severability clause providing that any invalid or unenforceable provision will be reformed to the extent permitted by law and the remainder of the agreement will remain in full force and effect.

Amendments and Waiver: All amendments must be in writing and signed by authorized representatives of both parties. A waiver of any breach will not constitute a waiver of any other breach or default.

Counterparts: This Form and any executed agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument; signatures delivered by electronic means will be considered binding.

8. Certification

By signing below, the signatories represent that they are authorized to execute this MSA Review Comments Form on behalf of their respective organizations and that the statements and recommendations contained herein accurately reflect the review conducted by the signer.

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