TeleCommunication Systems Master Sales Agreement

Contract Teardown

Telecommunications contracts can encompass large multi-year, cross-border projects. These include helping build out infrastructure, supplying bandwidth, selling and leasing hardware and software, and more. With all the moving parts, many telecommunications companies use a Master Sales Agreement as their primary document to govern their relationship with their clients. Rebecca Ndung’u, in-house counsel for a telecommunications company, tears down the MSA from TeleCommunication Systems Inc. and explains the relationship between their MSA, Order Forms, and Service Level Agreements.

Questions in this Episode:

  1. Why use an MSA?
  2. What happens when the documents conflict?
  3. When is a product deemed accepted?
  4. Who should you use for arbitration in cross-border contracts?
  5. What sections are missing from this MSA?

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Why Use an MSA?

A Master Sales Agreement (MSA) is a framework agreement commonly used in the telecommunications industry to define the relationship between the parties. Large-scale projects will have numerous brief documents like one-page or two-page purchase orders and service orders. Over a multi-year project, there might be hundreds of these orders.

The MSA is the longer, more detailed agreement that defines terms and conditions that apply to all the other contractual documents on the project.

“The whole idea is to have one agreement to govern all future relationships until you terminate the business relationship.” Rebecca Ndung'u

A one-page purchase order might have brief terms like the quantities, price, and delivery. But the MSA has more detailed terms that apply to all the other documents, like the scope of the agreement, definitions, terms of acceptance, liability limitations, force majeure, dispute resolution terms, and more.

The idea is to have one agreement with the majority of the governing language so the other documents can be more transactional without unnecessary time spent reviewing lengthy terms and conditions every time the client orders more bandwidth, cable, or other services. 

When Documents Conflict 

How the documents work together is defined in the MSA Section 1 –  Scope of Agreement.

The scope of the MSA covers all the products the company offers, whether it’s hardware, systems, or services like bandwidth, local fiber, or local loop. “The Agreement” is defined as the MSA, together with Work Orders referencing the MSA, and the General Statement of Work. Future Work Orders are incorporated into “the Agreement” as they occur. The terms and conditions for the work orders or service orders are found in the MSA and govern whatever products or services you buy.

1.1 This Master Sales Agreement is a framework agreement. TCS may sell, and Customer may purchase, Hardware, Systems, and Services and/or TCS may license Software to Customer, as specified in one or more Work Orders signed by TCS and the Customer, referencing this Master Sales Agreement and then General Statement of Work. Each such Work Order, together with the Master Sales Agreement and the General Statement of Work, shall constitute an agreement between the Parties (the “Agreement”).

But what happens if there is a conflict between the MSA and the service order? In that case, the service order takes precedence. 

For example, a Work Order for 100MB of bandwidth is a small but specific contract for that service. At the same time, the MSA has terms and conditions for all transactions throughout the project. But, if there is a particular conflict on this specific work order, the work order takes precedence.

If there is also a Service Level Agreement, the order of precedence is usually the specific work order, then the MSA, and then the Service Level Agreement.

If You Don’t Reject – Acceptance is Deemed

TeleCommunication Systems (TCS) doesn’t start billing the customer until they accept the purchased product or service. Most telecommunications companies give their customers fourteen to thirty days to test their purchase.

TCS considers the product or service accepted upon your completion and signature on their Completion Criteria certificate form, which is your written acknowledgement that TCS has fulfilled its obligations to you.

“I like the way it was drafted because the service provider was very clear that even if you don't sign the acceptance certificate within 30 days from the time it was delivered to you, it will be deemed that you have accepted, and they'll start billing from that date.” Rebecca Ndung'u

If you do not want to accept the purchase, you have thirty days to send a  rejection notice. But, if you don’t reject the purchase in thirty days, TCS deems your order accepted and begins billing you. This prevents the client from stalling payments by simply not sending in the Completion Criteria certificate.

Do You Get Any Title or Interest Rights?

Section 4.3 clearly states, “Customer shall own all title and interest in all Hardware delivered under this Agreement, unless such Hardware is subject to the terms of a leasing agreement.”

How does this work in the telecommunications world? Many companies provide a great deal of “dark fiber” to their clients. Dark fiber is a fiber optic cable that isn’t in use yet. Since there is no light going through the cable, it is called “dark” instead of in-use cable called “lit.”

A fiber-optic infrastructure that is not yet lit may be leased to a client and requires the client to maintain and operate the equipment necessary to light the fiber and use it for Internet access and communications.

So, TCS leases dark fiber infrastructure to clients for a particular period, and often the client is required to furnish their own equipment to make it work.

But since the customer leases the dark fiber cable, no title is transferred to them. And for software services, no title to the software passes to the customer either. This non-passing of title rights is common in this industry.

Term and Termination

TCS drafted the Term and Termination section in their favor with a three-year initial term. Under many contract scenarios, a one-year term with automatic yearly renewals seems fairer to the customer. 

"I'm not really okay with the language, particularly the time of the contract… As a customer, I would not want to be paying for an initial period of three years. " Rebecca Ndung'u

But from the company’s point of view, they spend substantial money in the early stages of the contract with their employees digging trenches and laying significant amounts of line, and more. Part of their calculation for determining the initial term is how long it will take to recoup their investment before making any profit.

If the client is not satisfied, they are stuck for three years. Or, are they? TCS did not put in a penalty clause for early termination. If TCS is trying to recoup their expenses, they might draft a penalty clause that would obligate the customer to pay the entire initial term balance whether or not they terminate early. If not the total amount, then the penalty could be a factor of the total amount that would allow for recoupment.

“As you see the service providers, we invest a lot of money before you take on a project. You have to do surveys to see how long it will take for you to recover the money and start making a profit.”  Rebecca Ndung'u

Section 6.2 says that either party may “terminate this Agreement and any Work Order for cause,” but there is no penalty should cause not be shown. If there is to be a penalty clause, it makes sense that the penalty for stopping the entire MSA would be greater than the penalty for stopping one single work order. There is a huge financial difference between stopping the company from digging one ditch versus terminating an entire multi-year project.

Most Arbitration is with the ICC International Court or Arbitration

If there is a dispute, like early termination, both parties of this MSA agree to binding arbitration.

This TCS MSA is a 2005 contract between two US companies and calls for binding arbitration in New York City. However, telecommunications contracts are often global and cross-border agreements. Most non-US cross-border MSAs call for binding arbitration through the ICC International Court of Arbitration.

If it's an international contract, of course, it's always advised to pick the ICC, the International Court of Arbitration. -Rebecca Ndung'u #ContractTeardown Click To Tweet

Most international telecommunications call for binding arbitration using the ICC International Court of Arbitration. And while most US companies draft their contracts choosing a US state law, like New York or Delaware, most companies in the 54 Commonwealth countries select the laws of England and Wales for their international cross-border agreements.

What’s Missing from this MSA?

This MSA is not as comprehensive as it should be, and adding several sections will better serve the client:

A Service Level Agreement that should cover all telecommunications services being offered and give standards for the service. What happens if the service goes down? What are the standards for fixing the issues? Many clients are dealing with financial institutions, and these issues are critical. Service will inevitably be down at some point, so you must have an SLA, which the technical team must review for both entities. 

A confidentiality clause is missing from this MSA, and it should have one.

A detailed delivery section with a timeline. How long will the project take? When will critical milestones be met? What happens if a deliverable is not on time? How can you amend dates and other delivery items? This is critical for any telecom product.

A comprehensive maintenance section. How will the service be maintained? What if it needs to be modified? For example, if you are laying black fiber cables and there is a road construction project, you may want to reroute the cable. How does the contract address that?

A subcontractor section. Telecommunication use subcontractors for lots of jobs, including digging trenches, laying cable, and maintenance.

A data protection section. This agreement was executed in 2005, and much has changed since then, especially in data protection laws. This agreement needs a robust data protection section to ensure the company is compliant with all applicable national laws and the GDPR.

The Value of Using an MSA

Ironically, having a detailed, well-thought-out, usually lengthy MSA can speed up your business. In an era where your customers want deliverables done quickly, an MSA allows you to move forward rapidly with numerous one or two-page work orders.

"I feel like you should take as long as you want with the MSA to make sure everything is watertight." Rebecca Ndung'u

Attorneys will spend the majority of their time drafting and arguing over the terms and conditions of the MSA. Those same terms and conditions apply to all the work orders for every product or service sold during the project. The main takeaway is to spend time drafting a comprehensive MSA in the beginning. Make sure it is complete because it is the backbone of every project document in the future.

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Show Notes

THE CONTRACT: TeleCommunications Systems Inc. Master Sales Agreement

THE GUEST: Rebecca Ndung’u is an efficient and skilled advocate of the High Court of Kenya with over 6 years experience in different areas of law including: telecommunications, real estate, mergers and acquisitions, banking and finance, and corporate and commercial law. She can be found on LinkedIn or contacted via email at

THE HOST: Mike Whelan is the author of Lawyer Forward: Finding Your Place in the Future of Law and host of the Lawyer Forward community. Learn more about his work for attorneys at

If you are interested in being a guest on Contract Teardown, please email us at


Rebecca Ndung’u [00:00:00] The whole idea is to have one agreement to govern all future relationships and to terminate the business relationship.

Intro Voice [00:00:08] Welcome to the contract teardown show from Law Insider, where legal experts tear down contracts from some of the most well-known companies and high profile executives around the world.

Mike Whelan [00:00:21] In this episode, Rebecca Ndung’u, in-house counsel in a telecommunications company, tears down a master sales agreement from Telecommunication Systems Inc. The MSA sets terms for on the ground services that can really add up in these infrastructure projects, so let’s tear it down.

Mike Whelan [00:00:43] Hey everybody, welcome back to the contract teardown show from Law Insider. I’m Mike Whelen. The purpose in the show is exactly what it sounds like when you take contracts and we beat them up. Sometimes we’re nice, but usually we are not. We are often mean I am here with smart friends like Rebecca Ndung’u. Rebecca, how are you today?

Rebecca Ndung’u [00:01:04] I’m well, Mike, how are you?

Mike Whelan [00:01:06] I am. I think I’m good. I think I’m good. I lost a tooth last night as an aside, which is so weird, but I had a baby tooth that an adult tooth never grew in. So yesterday, at 43 years old, I lost my last baby tooth. Nobody left money under my pillow. I’m feeling very offended. I feel like the tooth fairy might not be real. That’s what’s got it out of my life today. So I’m finally at 43 years old. I have grown up. Oh, wow. Well, see, yeah, I’m just old. I appreciate you being with us. We’re going to talk about a document. Let me share it with the folks at home. It is this document. It is a telecommunication system master sales agreement. And we’re going to talk about what a master sales agreement is and really dig into it. But Rebecca, before we get started, tell me about this document. What is it? Why are we talking about it? When will lawyers run into this kind of thing?

Rebecca Ndung’u [00:01:54] So essentially, Amazon sales agreement is a framework agreement used by parties, mostly in the telecommunications industry to govern any current and future relationships. The whole idea is to have one agreement to govern all future relationships until you terminate the business relationship.

Mike Whelan [00:02:14] Hmm. Right. So basically, we get this big thing in place and then everything else is going to be a little purchase. Orders deliver this by this date or whatever, but reference the original. Got it? And then tell me about you. Tell me about your background. What brings you to these kinds of documents?

Rebecca Ndung’u [00:02:29] OK, so my name is Rebecca Ndung’u. I am an advocate practicing in Kenya. Five years in practice, started as a private practitioner, but now I’m an in-house in a telecommunications company we mostly deal with bandwidth, dock fiber. And in my course of practice, a deal a lot with master service agreements, because that is the nature of our business. Hmm.

Mike Whelan [00:02:51] Awesome. OK, cool. Well, then what we’re going to do is we’re going to go through this document piece by piece. Let me share it again. So here it is again. This is the first page, and I want to share this again so that we can talk to people about the master sales agreement. If you look in. Number one, Rebecca, I’ll point you there one one under the scope of agreement. Talk to me about this section of the language they use and how they build the relationship between this document and other documents in the future.

Rebecca Ndung’u [00:03:18] So essentially, the scope of an, can we call it an MSA? The scope of an MSA covers all the products a company or files can be combined with local fiber. So it covers all the products and services it’s sometimes software out of what their company deals with. So essentially, it has the general terms and conditions for whatever product you buy. You will still be governed by the same terms and conditions. However, we have small contracts with mostly one page or two pages that the service order forms. In other times, they call to work order forms. These are now specific contracts to a particular product if you want 100GB of bandwidth. These know you get a service order for which essentially is a contract in itself, since there are two agreements governing one relationship. In case there’s a conflict, the service order form always takes precedence over the MSA. Hmm. And I mean, sometimes it matters. If you have a service level agreements, it now comes the service order form, the master service agreement and then the service level agreements.

Mike Whelan [00:04:29] Hmm. Sorry. Let me clarify that because I want to make sure that I understand that. So if if I hire this telecommunications company and we get this really long document and then in order to execute the work that we talked about, there’s another document that says, Hey, you’re going to show up on Tuesday and dig a trench over here so we can lay some cable or whatever the you’re saying that the come dig the trench and lay the cable is the document that like, modifies the master sales agreement or the master sales agreement is the one that says, Hey, you dig in that trench, you can’t violate what’s in the MSA. Does that make sense?

Rebecca Ndung’u [00:05:08] I get your question, so ideally a service order, the form is like a one page, a document with very simple terms and conditions, mostly. How much you are required to pay in terms of termination, just like not as detailed as in the MSA. So we are thinking the service order takes precedence. Hmm. And then the MSA right, then the service level agreements in other cases or some other cases as a service, or that the service level agreements and then they must have them separately.

Mike Whelan [00:05:37] Right. So in creating this kind of structure, you have to be really clear about in the document that you’re actually working on, like what’s the relationship between this document and the other ones, which which makes a lot of sense? Yes. So let’s jump down to four one. There’s this bit about acceptance. It says products and services delivered by TCS shall be considered accepted by the customer upon completion of the completion criteria. Talk to me about this section for one.

Rebecca Ndung’u [00:06:08] So you find that in most telecommunication services or products a customer is given time to test the product, whether it’s up to standard, whether it’s working in accordance to the requirements that say you’re given mostly 14 days or 30 days to test the product after testing the product you’re required to sign something called an acceptance certificate. This acceptance certificate shows that you have accepted the product and it’s working in accordance to your requirements. Then from there is when you start billing the client, so you may have handed over the product like maybe two months before. But as long as the client hasn’t signed the acceptance certificate, you cannot start billing the client. So if you see in this clause, I like the way it was drafted because the service provider was very clear that even if you don’t sign the acceptance certificate within 30 days from the time it was delivered to you, it will be deemed that you have accepted and they’ll start billing from that date. So also, as a service provider, you have to very carefully don’t want to give the customer a long long time like you can only start billing as soon as they accept the same, because some may take two months, three months just to delay that process. So you might. You must also cap the time 30 days from the time we deliver it. If you don’t sign, it will deemed to have accepted and then expect billing from there.

Mike Whelan [00:07:22] Hey everybody, I’m Mike Whelen. I hope you’re enjoying this episode of the contract teardown show. Real quick, I want to ask you to do me. You really a quick favor. Look down below. You’ll see a discount code to join the Law Insider Premium subscription. When you do that, you get access to more content like this. You’ll see webinars daily tips on contract drafting, not to mention access to the world’s largest database of sample contracts and clauses. It will help you write better contracts faster if you want to do it. Right now, there’s a code below, so get there. Also, if you’re part of a larger team, if you’re in house or in a law firm, just email us where it’s, we’ll make sure you get a deal as well. Come join us in the community. The code is below. Let’s get back to the show.

Mike Whelan [00:08:08] Got it! Very good. And then down in four three. It says the customer shall own all title and interest in all hardware delivered under this agreement, unless such hardware is subject to the terms of a leasing agreement. Tell me about the difference that the line that that draws in for three.

Rebecca Ndung’u [00:08:23] So in our case, we do a lot of dark fiber and most of this dark fiber we give them on lease for a particular period of time. So in that case, the title does not pass to them, but we are in charge of maintaining it. In case these are fold, we do routine maintenance and the customer is actually required to come with his own equipment. So in that case, lease agreement is for a particular period of time after the time expires. I mean, yeah, after the time expires, the contract is over. The deadline does not pass. But in that, of course, we do not also that there are some products like Local Loop bandwidth the services that are not hardware software, we don’t also qualify the intellectual property rights. We retain the rights.

Mike Whelan [00:09:11] Oh, OK. Is that pretty standard in that industry in your area?

Rebecca Ndung’u [00:09:17] Yeah, it’s pretty standard. Yeah. All right. The service provider.

Mike Whelan [00:09:21] Yeah, and you definitely have to make that distinction in here jumping down to five one under invoices and payment. It says that the customer shall pay the amount in the work order for the products and services. TCS may invoice the customer for the amount specified in the work order for products and services only upon their acceptance. What do you think about the language in five one oh eight?

Rebecca Ndung’u [00:09:43] The language is is I’m OK with the language because as I have stated earlier, the MSA is generally it gives you the general terms and conditions. So of course, the payment and the terms of payment will be there for the form or the service or that because now it depends on the particular product that you’re getting from the service provider. So all the terms, the taxes, what is payable is normally contained in the order or the service or that

Mike Whelan [00:10:07] got it jumped down to six. There’s this term and termination of agreement. And since you know the length of the contract, you know, a lot of rights are changing at the end of the length of the contract. It seems like a really important section. It says that once everybody signed, there’s a period of three years in that initial term and then some some clauses about what happens after. What do you think about the language in six one?

Rebecca Ndung’u [00:10:31] Oh, I’m not really OK with the language, particularly the time that time of the contract, three years. I feel like it’s a long period of time. As a customer, I would not want to be paid for an initial period of three years. I would mostly recommend one year the automatic new one until either party decides to terminate, just because in some contract, these consequences for terminating before the expiry of the initial period. So if the initial period is three years and if you’re terminated before they expire, you’re required to pay the remainder the amount remaining for the time. You see, that’s a very long period of time. So it’s easier if you take it one year the automatic renewal. So that in case of any terminate before the initial period, you wouldn’t have these. There’s not much money to pay. It would be a few months remaining as opposed to, you know, three years. Right. So I would rather they take one year the automatic renewal until either party terminates. And I think they should have also included the consequences for terminating before they remain. I mean, the value of the initial period.

Mike Whelan [00:11:29] Right? Yeah. And you get to you get yeah, you get two, six, two and it starts talking about that, am I? My sense is and tell me that this is right about these kinds of contracts that, you know, especially where hardware is concerned. I mean, there are literally people digging trenches and laying significant amounts of line. It feels like there’s a bunch of investment from the company to make this sort of infrastructure happen. What do you think about the penalties or the results of terminating early under six to?

Rebecca Ndung’u [00:11:57] Essentially, as you see the service providers, we invest a lot of money before you take on a project, you have to do surveys have to see how long it will take for you to recover the money and start making profit. So that’s why mostly that determines the initial period. I have to read what the penalty is.

Mike Whelan [00:12:18] I don’t think there is one.

Rebecca Ndung’u [00:12:22] I know that’s what it was like, was there a penalty?

Mike Whelan [00:12:25] Turn it off, right to suspend delivery?

Rebecca Ndung’u [00:12:27] No, actually, we can just suspend.

Mike Whelan [00:12:31] Yeah, signs this agreement are a substantial part of the infrastructure used to provide services.

Rebecca Ndung’u [00:12:36] Yeah.

Mike Whelan [00:12:38] Yeah, I mean, it doesn’t look

Rebecca Ndung’u [00:12:39] like there is a second deployment. I think it’s recommended that you put consequences for terminating before the initial period, and most of the times is required to pay the the amount the remainder for the the contract.

Mike Whelan [00:12:53] Yeah, the initial term, right? Like if you finish out the term right,

Rebecca Ndung’u [00:12:57] you finish out the term. Some even say two times that or half, depending on the project.

Mike Whelan [00:13:03] Yeah. And I mean, I’m guessing that it’s different, you know, because this sentence includes either party may terminate this agreement and any work order with a written notice. I mean, I would think that the penalty for those two things should be very different because the work order is like, Hey, go do the project, go dig this trench over here. The full agreement this agreement is like this is a huge investment of resources, so I would assume that they would probably want different consequences for each of those. And speaking of, I mean, let’s jump down to 14. It talks about disputes. And, you know, of course, we’re dealing with cross-border agreements here. A lot of times were pointing right to arbitration, and it talks about the commercial arbitration rules of the American Arbitration Association for work that’s being done in this case in Africa. What do you think about that? What do you think about fourteen?

Rebecca Ndung’u [00:13:54] Yeah. Just to clarify, this agreement is between two companies that are in the U.S. But if it’s like an international contract, of course, it’s always advised to pick the ICC, the International Court of Arbitration. That is, most companies are members. And I mean, most companies use those rules for arbitration, and I’ve done one and I’ve gone through the process. I’ve experienced it. It’s a very seamless process. They’re very they’re very helpful. In case you have any questions, they help you appointed arbitrator. They obviously the process. They review their award. So I would always advise for any cross-border contracts. You always choose arbitration to be governed by the ICC rules in the International Court of Arbitration, right?

Mike Whelan [00:14:38] Yeah. And to that point, I mean, if we jump, if we jump down to six seven, I mean, you can see to your point, a lot of America can set America centrism because this is two companies in America. But in your case, you know, when we were doing cross-border agreements, this talks about if there’s a fight afterwards, we’re submitting to the laws of the state of New York. What do you think about that in the case of you guys’ work

Rebecca Ndung’u [00:15:04] we because we’re a Commonwealth country and most countries are we always choose the laws of wills in England that is that, like all our laws are going to lose a borrowed from that. So it’s always easier for us to do even good research on their laws and defend and take the dispute resolution process. However, internally, as a matter of policy, we always I mean, if it’s not cannon laws, laws of England and Wales, if it’s not that we it has, the senior management has to make a decision on whether they want to proceed with the contract because it’s really hard to go read like maybe the laws of Netherlands interpret them, which would be very hard for lawyers based here in Kenya.

Mike Whelan [00:15:42] Hmm. Right. Because then you got to know the laws of every country that you might sign. Yeah, yeah. No, that makes sense. Well, I’m thinking like stepping down and maybe outside of this document and your experience with dealing with documents like this, you wanted to talk about some things that are missing. Quickly tell me about what’s what are some sections that you would like to see in a document like this that you’re not seeing

Rebecca Ndung’u [00:16:06] the most important one as part of the annexure is the service level agreements. I mean, for all services in telecommunications, for that, you must have honestly, that gives you the standards in case of a fault. What happens? How long do you take to resolve the fault? I mean, you know, you’re dealing with people who have maybe banks. The customers will be down, so you must have an SLA, which must be reviewed by the technical team for both entities. The next thing that is missing from this contract is the confidentiality clause. I think that’s a boilerplate. In all honesty, I’m not sure what was missing from this. So I just I don’t even need to explain that further. And another thing is from the contract is the delivery of the service. They should have a detailed delivery like what is the timeline? How long do you take to do this? Or how long do you take to deliver the project? What if it’s not delivered on time? What happens? How do we change the dates and such things? That is very important for Indian telecom products. The other thing is maintenance. How will we maintain the service in case he wants to modify? You know, sometimes if it’s the black fiber, these the road is being constructed, you might want to reroute the network. What happens if that’s in such a case and how do we go about it? And another thing is subcontractors, because you find that in most telecoms company, they only subcontract for people to dig the trenches as you call them. All is there needs to be a clause that allows you to subcontract and how to go about it, and the other thing is better protection. Of course this is yeah.

Mike Whelan [00:17:47] You know, I was thinking about that. This document, I’d point out and this thing is dated 2005, right? And so, yeah, I’m I would guess now with all the laws that have passed in data privacy, especially for a telecommunications agreement like this, as the basis of this agreement, you know, you would have to include pretty robust standards now for data protection. And who’s responsible? Yeah.

Rebecca Ndung’u [00:18:12] Yeah, you have to, especially in places where you are collecting data from the National Party wants me to be the contractors who are coming to check on the equipment or anything, how you handle leads and you make sure that compliant with the GDPR and the local laws. That is something that has to be standard in current contracts. I think that’s about it. Yeah.

Mike Whelan [00:18:33] Well, I’m thinking like stepping back again. Big Picture. I sort of feel like the relationship of an MSA and, you know, a purchase order or whatever it. It kind of allows for this mix of brevity and depth, right? That that in general, though, we might favor brevity like really shorten your document, make it super easy. The fact that in this sort of structure, you have two options. You have the ability to really go deep in an MSA for all kinds of scenarios because really most of the business operations are going to be covered under something like a purchase order or a services order. But what do you think about that in terms of an MSA? Do you think that there’s value to really trying to be brief or in an MSA? Should you really, I mean, dig and have a friggin really long document to try to cover all the possible outcomes?

Rebecca Ndung’u [00:19:25] I think there’s value in having a comprehensive MSA just because, for example, you find that most customers, they went to service very fast. We went, it’s now, now, now, now. So at that point, you kind of just delivered a service using the service order. But the bulk of like now, the lawyers are fighting with the MSA. Right? I mean, it has happened in so many cases. So I feel like MSA is important to be honest, because it’s still the same document that we use once additional products, whether they rent a different product without much additional capacity, it’s the same document. So I feel like you should take as long as you want with MSA. Make sure everything is watertight. And because this time is going to add just one page. They don’t give the detail of the implementation on the delivery and all those things about the service.

Mike Whelan [00:20:18] And if the lawyers are going to fight and slow things down, you’d rather them do it once. Then every time you’ve got a you’re trying to purchase that. So you know the structure, the structure seems to really help, and I appreciate you sharing that information about it. For people who want to contact you, Rebecca, and learn more about your work in this industry and in your part of the world, what’s the best way to reach out to you?

Rebecca Ndung’u [00:20:42] I’m very active on LinkedIn. I think you can share my link, Rebecca Ndung’u, or they can reach out to me on email

Mike Whelan [00:20:52] Perfect. All right. Well, we will include that information to reach out to you. And also, this document will have a link to this document on a blog post at And if any of you watching want to be a guest on the contract down show, be a contributor and be mean to documents like we often do, just email us. We are at We hope to see you guys join us then. Rebecca, thank you for joining us this time. You guys have a great day. We will see you next time.

Rebecca Ndung’u [00:21:23] Thank you so much for having me.


Rebecca Ndung'u
Rebecca Ndung'u
In-house Counsel
Mike Whelan
Mike Whelan
CEO @Lawyer Forward

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