Your MSA governs your most important commercial relationships. We review or revise yours to protect liability, IP, and payment terms — flat-fee, tracked changes.
Choose Review Only for a written memo of issues identified, or Review and Edit for a fully revised MSA with tracked changes.
Limitation of liability, indemnification scope, IP ownership, and SLAs are the make-or-break clauses. We make sure yours actually protect you.
Drafts checked for Ontario jurisdiction, PIPEDA privacy compliance, Consumer Protection Act requirements, and enforceable limitation of liability.
Review Only in 2-3 business days. Review and Edit in 3-5 business days. Urgent options available.
Ready to skip the reading? Send us your draft now.
A Master Services Agreement (MSA) sets the legal framework for your most important commercial relationships — with customers, vendors, contractors, or partners. Get it wrong, and a single bad clause can cost you orders of magnitude more than the deal itself.
AI-generated MSAs and template MSAs often look polished but miss the high-stakes provisions: limitation of liability that does not actually limit liability, indemnification that is dangerously broad, IP terms that give away too much, and payment terms with no real enforcement teeth.
At Onley Law, we review and revise MSAs with a focus on commercial protection — not just legal correctness. Two service tiers depending on how much help you need.
What it includes: A complete legal review of your existing Master Services Agreement. We provide a written summary of issues identified, risks flagged, and specific recommendations for changes — delivered as a clear memo you can act on.
Best for: Businesses that have an internal team who can implement edits, and want a legal second opinion before going live.
Turnaround: Typically 2-3 business days. Flat-fee pricing provided after document review.
What it includes: Everything in the Review Only option, plus a fully revised version of your Master Services Agreement returned as a Word document with tracked changes. Every edit is visible so you know exactly what changed and why.
Best for: Businesses that want a finished, lawyer-revised document ready to use — not just a list of issues to fix themselves.
Why tracked changes? Transparency. You should see every revision a lawyer makes to your document, with full ability to accept or reject any edit.
Turnaround: Typically 3-5 business days. Flat-fee pricing provided after document review.
Choose Review Only or Review and Edit — we will quote within one business day.
Scope and Services: Clear definition of what is being delivered, often via Statements of Work (SOWs) referenced into the MSA. Ambiguity here is the #1 source of commercial disputes.
Payment Terms: Pricing structure, invoicing cadence, late payment consequences, dispute mechanisms, and adjustment rights. Canadian sales tax handling (GST/HST, provincial sales tax) must be explicit.
Term and Termination: Initial term, renewal mechanics, termination for cause, termination for convenience, and effects of termination. Survival of certain clauses post-termination.
Intellectual Property: Ownership of pre-existing IP, ownership of work product, licence grants, and IP indemnification. Get this wrong and you may be giving away your core assets.
Confidentiality: Definition of confidential information, permitted uses, exceptions, return or destruction obligations, and duration of obligations.
Representations and Warranties: Service level commitments, performance warranties, disclaimers of implied warranties, and remedy mechanisms.
Limitation of Liability: The most commercially important clause. Liability caps, exclusions of consequential damages, and exceptions (gross negligence, indemnity obligations) must be precisely drafted.
Indemnification: Mutual or one-way indemnities for third-party IP claims, regulatory violations, and negligent acts. The scope and procedures must be balanced.
Insurance Requirements: Required coverages, limits, certificates, and additional insured status.
Compliance Obligations: Privacy law compliance, anti-corruption (Corruption of Foreign Public Officials Act), accessibility, employment standards, and industry-specific regulations.
Dispute Resolution: Governing law (Ontario), forum (where disputes are resolved), and process (negotiation, mediation, arbitration, or litigation).
SaaS Companies Signing Enterprise Customers: Your customer-facing MSA is the legal foundation of your revenue. Enterprise procurement teams will redline it aggressively. A well-drafted MSA gives you a stronger negotiation position.
Consulting and Professional Services Firms: Your MSA governs scope, payment, IP, and liability across every engagement. Weak MSAs lead to scope creep, payment disputes, and IP confusion.
Technology Vendors: Software vendors, hardware suppliers, integration partners, and managed service providers all rely on MSAs to govern multi-engagement relationships.
Startups Receiving Vendor MSAs: The MSA your vendor or platform partner sent you is drafted in their favour. Before signing, you need someone to identify the high-risk clauses and recommend negotiation positions.
Any Business Standardizing Commercial Terms: If you have multiple customers or vendors, a well-drafted standard MSA reduces friction, ensures consistency, and protects against the worst commercial outcomes.
Master Services Agreements operating in Canada need to account for Canadian commercial law nuances. Limitation of liability clauses are interpreted differently by Canadian courts (the Tercon framework). Indemnification provisions must be drafted with the Negligence Act in mind. Sales tax obligations differ by province. Consumer protection legislation can override certain provisions for individual customers in certain industries.
If your MSA was drafted for a U.S. business and applied to Canadian counterparties without revision, you likely have provisions that do not work the way they would in the U.S. — and gaps where Canadian law imposes obligations not addressed in your template.
Yes. Industry-standard MSAs are starting points, not finished documents. The clauses that matter most — limitation of liability, IP ownership, indemnification — are highly variable across templates. A review identifies where your MSA is weak or imbalanced.
Depends on volume and complexity. Some businesses use one MSA with SOWs to handle differences. Others maintain separate MSAs for SMB vs. enterprise. We can advise on the right structure for your business.
Yes — this is one of our most common engagements. We assess each redline, flag which changes are reasonable to accept versus push back on, and provide negotiation talking points.
Review Only: typically 2-3 business days. Review and Edit (with tracked changes): typically 3-5 business days. Urgent options available for time-sensitive deals.
Yes. We offer the same Review Only and Review and Edit service for Statements of Work, NDAs, Data Processing Agreements, and other commercial contracts.
Send us your draft MSA using the form below. We will review it and provide a flat-fee quote within one business day.
No retainer required. No billable-hour surprises.
Tell us about your draft below. We will reply within one business day with a flat-fee quote and instructions for sending us your document (if you have one ready). No retainer required. No billable-hour surprises.
The legal foundation of your website — governs user relationship, IP, liability
PIPEDA and Quebec Law 25 compliance for your privacy disclosures
Cookie consent banners and tracking disclosures for Canadian compliance
Enforceable conduct rules and termination rights for your platform
Privacy addendum required by enterprise customers and regulated industries
At Onley Law, we’re entrepreneurs like you, specializing in Business Law to address your unique challenges and get business done.
Contact us for a free, no-obligation consultation, and let’s navigate the legal landscape together, empowering your business to thrive.
With our office located in downtown Oshawa, we work in the heart of one of Ontario’s most historic, hardworking cities – powered by builders and doers.
Operating inside the Spark Centre, we operate and work alongside entrepreneurs inside Durham’s top business accelerator.
Find us at: 2 Simcoe Street South, Suite 300, Oshawa, Ontario, L1H 8C1.
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