Reviewing a master services agreement from an enterprise customer

An enterprise customer's master services agreement is written by a procurement team that issues it to every supplier and rarely negotiates it, and the supplier is expected to sign because the deal is large. Most of it can be accepted. A few clauses will decide whether the account is profitable, whether one bad month sinks the business, and whether the customer can walk away with the supplier's work product. I review the agreement from the supplier's side and return it marked up with a written explanation of the changes and which ones are worth pursuing, for a fixed fee of £895 in five working days.

Who this is for

Suppliers of services, software and consultancy in England and Wales who have been sent a master services agreement by a large customer, with statements of work to follow, and want to know what they are signing before they sign it.

What to look for in an enterprise master services agreement

Liability, indemnities and what is uncapped

The liability clause is where the agreement is won or lost. Enterprise templates cap the supplier's liability at a multiple of the fees, exclude nothing that matters to the customer, and add indemnities for IP infringement, data breaches, breach of confidentiality and regulatory losses that sit outside the cap, so the supplier's exposure on a modest contract can be unlimited. The review looks at the cap, what sits outside it, whether the customer's liability is capped at all, and whether the indemnities are limited to third-party claims and the supplier's own fault, and marks up a position the supplier's insurance can support, tested for reasonableness under the Unfair Contract Terms Act 1977 where it applies.

Service levels, credits and termination triggers

Service level schedules define availability, response and resolution, attach credits, and often give the customer termination rights after a stated number of failures. The review checks that the levels are measurable and achievable, that credits are the sole financial remedy for the failures they cover, that measurement excludes the customer's own causes and planned maintenance, and that termination triggers require persistent failure rather than a bad week.

Intellectual property, licences and the supplier's tools

Enterprise MSAs frequently assign to the customer all intellectual property in deliverables, which can sweep in the supplier's pre-existing tools, methods and code under the Copyright, Designs and Patents Act 1988 if the drafting is wide. The review separates the supplier's background IP, which is licensed, from deliverables created for the customer, which may be assigned, and checks that the supplier keeps the right to reuse know-how and generic components with other customers.

Data, security and the schedules

The data processing schedule will impose the processor obligations under the UK GDPR and the Data Protection Act 2018 plus the customer's security standards, audit rights, breach notification within short periods, restrictions on subprocessors and on processing outside the UK, and sometimes an obligation to carry cyber insurance at a level the supplier does not have. The review checks that the supplier can comply with each obligation, that subprocessors already in use are approved, and that audit rights are limited to reasonable notice and frequency.

Termination, exit, most favoured customer and audit

The review checks termination for convenience (usually the customer's alone, and whether the supplier is paid for committed costs), exit assistance obligations and whether they are paid, non-solicitation of the supplier's staff, most favoured customer clauses that require the supplier to match prices given elsewhere, audit rights over the supplier's records and their scope, assignment and change of control, and payment terms, which the Late Payment of Commercial Debts (Interest) Act 1998 allows to be long if agreed but which should be paired with a right to suspend for non-payment. The Contracts (Rights of Third Parties) Act 1999 should be excluded except for the customer's group companies that receive the services.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The customer says its MSA is not negotiable. Is a review still worth it?

Usually. 'Not negotiable' means the procurement team has a list of the changes it can accept without escalation, and the review identifies the few that matter and how to ask for them. Knowing what you are signing is worth the fee even if nothing changes.

The liability cap is a year's fees but the indemnities are unlimited. Is that normal?

It is common, and it is the point to push on. The review proposes an aggregate cap, limits the indemnities to third-party claims arising from the supplier's fault, and sets a separate higher cap for data claims that the supplier's insurance supports.

Will the mark-up explain what to concede?

The written explanation ranks the changes: the ones to insist on, the ones to trade, and the ones to accept. It is written to be sent to the customer as your position, with your reasons.

Related guidance and services

• Contract review, £895, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a supplier agreement from a large customer
• Reviewing a framework agreement and call-off terms

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.