MSP Contract Legal Services
Protect your managed service provider business with properly structured contracts that limit liability, secure revenue, and ensure compliance.
Managed Service Providers face unique legal and contractual risks that can expose the business if not properly addressed. At Byte Counsel, we draft, negotiate, and optimize MSP contracts to protect your revenue, limit liability, and align your agreements with your business goals.
MSP Service Agreements
Contract Drafting
Custom MSP service agreements tailored to your business model, service offerings, and risk profile. Not generic templates—strategic legal documents.
- • Master Service Agreements (MSA)
- • Statements of Work (SOW)
- • Service Level Agreements (SLA)
- • Acceptable Use Policies
Scope Definition
Crystal-clear scope of services that prevents scope creep and protects your profitability. Define what's included, what's excluded, and how changes work.
- • Detailed service descriptions
- • Exclusions and limitations
- • Change order procedures
- • Response time vs. resolution commitments
Pricing & Payment
Protect your revenue with clear pricing terms, payment schedules, and remedies for non-payment. Structure recurring revenue models properly.
- • Per-user, per-device, or flat-rate pricing
- • Recurring billing and auto-renewal terms
- • Late payment penalties and interest
- • Service suspension for non-payment
SLA Structure
Realistic Service Level Agreements that you can meet while protecting against unreasonable client expectations. Balance commitments with achievability.
- • Response time commitments
- • Uptime guarantees and exclusions
- • Service credits as sole remedy
- • Force majeure and exceptions
Critical Liability Protections for MSPs
One cyber incident or service failure could bankrupt an MSP without proper liability limitations. These protections are essential.
Limitation of Liability Clauses
The Problem: Unlimited liability exposure can result in multi-million dollar judgments that destroy your business.
The Solution: Cap total liability at 1x-3x annual contract value with specific carve-outs only for gross negligence, willful misconduct, and IP infringement. Exclude consequential, indirect, and punitive damages.
Data Breach & Cybersecurity Provisions
The Problem: Data breaches can trigger massive liability, regulatory fines, and class-action lawsuits.
The Solution: Clear allocation of data security responsibilities, breach notification procedures, cyber insurance requirements, and limitation of breach-related damages. Define who owns breach response and associated costs.
Insurance Requirements
The Problem: Your MSP may lack sufficient insurance to cover major claims.
The Solution: Specify required insurance coverage (general liability, E&O, cyber) with appropriate limits. Consider requiring clients to maintain their own cyber insurance. Ensure policies cover your contractual obligations.
Vendor Responsibility Allocation
The Problem: You can't control upstream vendor failures, but clients may hold you responsible.
The Solution: Flow-through limitations for third-party software and services. Disclaimers for vendor performance. Clear statement that you're a reseller/agent, not principal. Pass-through vendor warranties and limitations.
Data Privacy & Compliance
GDPR Compliance
If you service EU clients, GDPR applies. We help you structure Data Processing Agreements, implement required safeguards, and manage cross-border data transfers.
- • Data Processing Agreements (DPA)
- • Standard Contractual Clauses
- • Data subject rights procedures
- • Breach notification requirements
CCPA / CPRA
California Privacy Rights Act creates obligations for service providers handling California resident data. Ensure your contracts and practices comply.
- • Service provider agreements
- • Consumer rights fulfillment
- • Data sale prohibitions
- • Privacy policy requirements
HIPAA / Healthcare
MSPs serving healthcare clients must comply with HIPAA as Business Associates. We draft BAAs and ensure your operations meet HIPAA requirements.
- • Business Associate Agreements
- • Security Rule compliance
- • Breach notification procedures
- • PHI handling requirements
Intellectual Property Protection
Your IP Rights
Protect your custom scripts, automation tools, documentation, and proprietary methodologies. Don't inadvertently give away your competitive advantages.
- Retain ownership of proprietary tools
- License vs. transfer distinctions
- Protect methodology and processes
- Trade secret protection
Client IP Rights
Clearly define ownership and usage rights for client data, configurations, and custom work. Avoid disputes about who owns what.
- Client data ownership and access
- Custom development ownership
- Confidentiality obligations
- Data portability upon termination
Termination & Transition Planning
How contracts end is just as important as how they begin. Protect your business with clear termination provisions.
Termination Rights
Define termination for cause vs. convenience. Require adequate notice periods (30/60/90 days). Specify what constitutes breach and cure periods. Address immediate termination scenarios (non-payment, material breach).
Transition Assistance
Limit your obligation to provide transition support. Define scope, duration, and additional fees for transition assistance. Ensure you're compensated fairly for knowledge transfer and client/vendor introductions.
Data Return & Deletion
Clear procedures for returning client data, credentials, and documentation. Specify format, timeline, and responsibility for costs. Address secure deletion of client data from your systems.
Final Payment & Reconciliation
Ensure payment for all services through termination date plus any transition work. Address equipment return, software license transfers, and final true-up. Protect against client withholding final payments.
Protect Your MSP Business
Don't let poorly drafted contracts put your MSP at risk. Get legal review and protection for your service agreements.