4 ms·

Lawyer here: It's not unusual to have "master agreements" — either negotiated between two specific parties OR agreed to as industry standards — that are "custom

Lawyer here: It's not unusual to have "master agreements" — either negotiated between two specific parties OR agreed to as industry standards — that are "customized" by agreeing to a schedule, a purchase order, or a work order. Technically, the schedule/PO/WO is the contract, and it incorporates the master agreement by reference. Example: https://www.investopedia.com/terms/i/isda-master-agreement.asp https://www.investopedia.com/terms/i/isda-master-agreement.a... (master agreement for derivatives trading) More discussion of two-party master agreements: https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-08-21.html#master-k-read https://toedtclassnotes.site44.com/Notes-on-Contract-Draftin... (my course materials) Incorporation by reference: https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-08-21.html#incorp-ref-cmtry https://toedtclassnotes.site44.com/Notes-on-Contract-Draftin... (ditto)

codatory 4y ago
Yeah; IANAL but I've spent a lot of time writing contracts for a specific vertical that have been reviewed by several lawyers, and I always built my contracts in this same structure. There would be a MSA that governs the overall relationship -- sets a baseline for what things cost and what their conditions are, and then there would be various contracts that would include the MSA by reference for enhanced or fixed-rate services. Everyone preferred this structure that I dealt with, because the total length of the contracts were dramatically shorter and the structure was much easier to read and comprehend.
sithadmin 4y ago
What's being proposed here seemed so odd, structurally speaking, that I didn't even consider it analogous to a master agreement + follow-on contract structure. I'm not sure the analogy is totally a fit - a master agreement should itself be a freestanding, valid contract, no? But in this case the 'base' document is incomplete and invalid. I suppose one could just add the addendum of specific terms at the end of the document and both parties sign off on everything in one go, but I certainly wouldn't want to test it in court.

codatory 4y ago

Yeah; IANAL but I've spent a lot of time writing contracts for a specific vertical that have been reviewed by several lawyers, and I always built my contracts in this same structure. There would be a MSA that governs the overall relationship -- sets a baseline for what things cost and what their conditions are, and then there would be various contracts that would include the MSA by reference for enhanced or fixed-rate services. Everyone preferred this structure that I dealt with, because the total length of the contracts were dramatically shorter and the structure was much easier to read and comprehend.

sithadmin 4y ago

What's being proposed here seemed so odd, structurally speaking, that I didn't even consider it analogous to a master agreement + follow-on contract structure. I'm not sure the analogy is totally a fit - a master agreement should itself be a freestanding, valid contract, no? But in this case the 'base' document is incomplete and invalid. I suppose one could just add the addendum of specific terms at the end of the document and both parties sign off on everything in one go, but I certainly wouldn't want to test it in court.