(MSA Series #2) Cooperation and Reliance

David Cohn, our Client's Representative on the Spot.Us project

The following two sections of our Master Services Agreement establishes who (as in, a specific person) is responsible for managing the relationship on behalf of your client. This is a critically-important bit of information to establish on a contractual basis when more than one stakeholder is involved in decision-making. Once the work has begun, make sure that important decisions are communicated back and forth through this person.

2. Cooperation
Client shall assist Hashrocket in the performance of its obligations under this Agreement and shall undertake the responsibilities specified in this Section 2 at its own expense. Client shall make available to Hashrocket a designated representative: [name of representative] (“Client’s Representative”), who shall be authorized to make binding decisions for Client regarding the obligations which are the subject of this Agreement, and shall perform or have performed other duties and requirements of Client as set forth in this Agreement or in an applicable Statement of Work.

3. Reliance
Client understands that Hashrocket shall rely upon Client’s Representative as having the authority specified in Section 2 herein and that all official communications from Hashrocket to Client shall be addressed to Client’s Representative.

The Client's Representative should be a party to all important decisions and project communications. If they are not directly the person involved in a decision or communicating it to you, make sure they are at least CC'd (assuming email). These clauses are your protection from accusations of having acted in a reckless or otherwise unauthorized manner.

Make sure to make an amendment to the agreement if the identity of the Client's Representative changes during the term of the agreement. At no point in time do you want it to become vague or unclear who it is that should be giving you definitive directions.

Comments

[Digidave]

That is DEFINITELY me.

[Barbara Gavin]

Earlier in my life, I spent five years working for an IT consulting firm called Keane, Inc. If we had had MSAs like you are discussing here - we would have been in much better shape.

Thanks for taking the time to go through an MSA section by section.

[Scott Ballantyne]

Thanks for these articles. It has been very helpful in the evaluation of our own contracts and the process that we use. Also, I really appreciate your blog, I always find useful information here.