This site provides complimentary access to Master Outsourcing Services Agreements (MOSA) for US, French, and German laws, and related documents designed by our Outsourcing lawyers.

By registering with this site, you will receive an email containing a Microsoft Word version of the agreement requested.

Short & streamlined

The body of the Master Outsourcing Services Agreement (MOSA) is significantly shorter than most other master outsourcing agreements. Many of the historical forms are unreasonably long (sometimes up to 140 pages), having many “bells and whistles” that are not necessary or helpful in today’s outsourcing environment.

Scope agnostic

The MOSA was designed to be scope agnostic. It is a generic set of legal provisions and basic business protections necessary or recommended in outsourcing transactions. By design, the MOSA can be used as a starting point for any outsourcing transaction (e.g., ITO or BPO).

Easy to expand

The MOSA includes a Service Delivery Contract. Instead of putting the applicable business and operational terms relating to a particular transaction in many different schedules attached to the MOSA, the Service Delivery Contract (SDC) acts as a “wrapper” document containing all the terms particular to the transaction. If additional scope is added, the customer and provider can simply execute an additional SDC. The attachments to the SDC cover items that change from transaction to transaction, such as pricing, service levels, a transition plan tailored to the transaction at hand, etc.

Market tested

The MOSA is a customer favorable form, but its provisions are generally within market norms. In fact, the form is more even-handed than many customer favorable forms, which streamlines the negotiation process and preserves the relationship between the parties for the hard work ahead during the term of their business relationship.

Easy to customize

There are some items missing in the streamlined MOSA. Therefore, we provide a “menu” containing approximately 100 provisions not included in the MOSA. These are “bells and whistles” excluded from the MOSA (e.g., benchmarking, most favored customer, human resource indemnities) that customers (and advisors) should consider adding. The menu topics address specific deals, deal structures and customer risk profiles. These were developed through decades of experience and by reviewing other agreements used by law firms and advisors. Please note that the menu items are not legal contract language. The menu is an extensive set of discussion topics requiring legal input before adding to the MOSA or the SDC.

Legal Disclaimer: Please note that using this website or any materials in the Outsourcing Packet is not intended to be an offer to represent you. Using these materials does not create an attorney-client relationship between you and the authors of the MOSA or you and McDermott Will & Schulte. Please do not consider there to be any lawyer-client relationship between you and McDermott Will & Schulte or any of its lawyers unless or until: (i) you have sought to retain us; (ii) we have had an opportunity to check and clear any conflicts; and (iii) you have received a letter from us confirming the retention and its scope. The materials on this website are for general information purposes only and should not be construed as legal advice, legal opinion or any other advice on any specific facts or circumstances. Readers should not act or refrain from acting upon this information without seeking professional advice. Any communication through this site will not be treated as confidential. McDermott Will & Schulte makes no warranties, representations, or claims of any kind concerning the Outsourcing Packet or any other information available through this website. McDermott Will & Schulte and contributing authors expressly disclaim all liability to any person in respect of the consequences of anything done or omitted to be done wholly or partly in reliance upon the use or contents of the Outsourcing Packet.