LR-301a · Module 3

Master Agreement Review

3 min read

A master agreement creates the governing framework — terms of service, liability allocation, IP rights, termination provisions — while individual orders, SOWs, or schedules define the specific engagement scope and pricing. The risk in master agreement review is that the master terms govern every future order, and a provision accepted in the master cannot be overridden in the order unless the master explicitly permits it. A problematic provision in the master is a problematic provision in every engagement under it.

Do This

  • Review the master agreement with the assumption that its terms will govern the worst-case engagement, not the best-case one
  • Verify the order of precedence clause — does the master or the order control in case of conflict? The answer determines which document you negotiate most aggressively
  • Negotiate master agreement terms as if you will sign fifty orders under them — because you might. [RECOMMEND]: The master agreement is the most important document in the relationship.

Avoid This

  • Accept master agreement terms because "this is just the framework" — the framework is the binding document
  • Assume order-level negotiation can override master terms — unless the master explicitly allows it, it cannot
  • Rush the master review because the first order is small — the master governs every subsequent order regardless of size