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How to automate a Master Services Agreement (MSA)

Jeremy Huitson, 14 April 2020

Contract magic

MSAs exist, at least in theory, to make contract negotiations simpler and faster. But that’s far from the experience that many modern legal teams report. How can automation change that picture?

In a Master Services Agreement (MSA), a business and its client(s) agree the majority of the terms that will govern their future relationship. It may be appended to an order form, and it may refer to separate DPAs, SOWs and other three-letter acronyms but it’s the framework that governs the legal and commercial relationship. This type of contract is extremely common in high-velocity sales organizations, especially SaaS businesses, like the high-growth tech companies we often work with.

This page looks at who is affected, why they choose to automate MSAs, how they do it, and what the benefits are. Use the navigation menu below to find out more, or explore other contracts, like NDAs.

Without automation: who's involved? | What's the process? | What are the pain points?

With automation: who owns the templates? | Who creates the contracts? | Who are the approvers? | Who are the authorized signatories? | Useful features | Integrations you'll find useful | Benefits of automation | Achievable time savings | Manage MSAs with Juro

The old world: without automation

Who is involved?

MSAs can touch stakeholders right across the business.

  • Salespeople will typically send them out, alongside order forms

  • Legal counsel would ideally ‘own’ the commercial terms, and both define and control any changes to them

  • Various personas might have approval oversight regarding MSAs, including sales managers, finance leaders, and even the C-suite, depending who can sign contracts on the company’s behalf

  • Other internal colleagues will likely influence MSAs too - for example, product/ engineering leadership would be consulted on any contractual commitments made regarding uptime

Authorized signatories internally will then need to sign.

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Want to close deals 30% faster? Automate your MSAs, NDAs and order forms with Juro. It's free.

What’s the process?

Without automation, the process of agreeing an MSA can be drawn out and painful.

Typically, legal counsel will, at some point, save a version of a Word template on a shared drive. When a deal is ready to be closed, a salesperson will download a version of the MSA template - which may or may not be the most current - and amend its terms, depending on what was agreed with the customer.

They then send it via email to legal for review and amends; this may involve a few rounds of back-and-forth. It will then be emailed to the customer for agreement, alongside the order form. Changes can be requested at any point, creating a parallel version, likely without the full audit trail of everything that went before.

Once fully signed, either with a wet signature or using an eSignature provider, copies are emailed individually to stakeholders (who may include sales, legal, finance, project management teams, and of course the customer).

This process is still typical, but companies with a richer tech stack may have made some small steps forward. The template might be a shareable Google document; versions might be sent internally using Slack; and once e-signed, details might be manually entered into a CRM system like Salesforce.

What are the pain points?

There are bottlenecks and friction points throughout this process. Those that users typically report pre-automation include the following:

  • Duplication of work:“I’m doing the same work twice - first in Word, then in Salesforce.”

  • Data integrity: “The data in our contracts doesn’t match the data in our CRM. Which is right? How am I supposed to forecast properly?

  • Version control risk: “People aren’t using the most up-to-date version of the template - these terms have been superseded.”

  • Wasted time: “I keep losing track of what we’ve negotiated and agreed so far in the email trail. Legal is wasting so much time chasing down correspondence.”

  • Lost metadata: “I lose visibility of contracts post-signature - this feels risky and I can’t report properly to my managers.”

The new world: with automation

Who owns the templates?

An efficiently automated MSA workflow has defined roles for its various stakeholders. Legal counsel still own templates; but instead of creating new Word versions of the latest MSA and hoping that sales users find it, they can simply define and update one master template, meaning there are no alternate versions with which sales can confuse it.

Who creates the contracts?

To really enable sales, automation needs to be about self-serve. With confidence in the currency of the MSA template and control over it, legal counsel can empower salespeople to generate their own MSAs from the defined, approved template. One of the fastest ways to achieve this is for the automation tool to guide users through a Q&A flow, the answers to which autopopulate the MSA with the correct data. Even better is to integrate the MSA template with Salesforce or whichever CRM the requestor of the MSA uses every day.

Who are the approvers?

Legal counsel can retain control by having approval rights before contracts go for signature. This workflow is common, and ensures legal has oversight, without putting too much friction in the process. Other stakeholders, like sales managers, project teams and IT teams, might also need to approve.

Who are the authorized signatories?

Authorised signatories could range from sales managers to CEOs depending on the size and structure of the company. If an automated workflow has native eSignature, then authorized signatories can quickly and securely sign deals that have received legal approval.

Useful features

Users looking to end manual processes for MSAs typically look for the following value areas from an automation provider:

  • Locked templates: legal will often want to define MSAs at template level and prevent their sales teams from departing from the latest terms.

  • A locked approval workflow: with defined roles for legal and CFOs, as well
    as signatories. The best approval workflows are ‘sequential triggered’ which means multiple approvers can be notified in a specific order. This prevents users departing from standard terms and gives visibility to those who need it.

  • Smartfields: these contain contract metadata, making sure key fields (like dates, values, names, addresses and so on) are tracked and searchable. They should also live-sync with CRM bi-directionally to make sure data is always accurate.

  • Defined playbook: being able to enable contract stakeholders with alternative clauses and fallback positions on various clauses is built via conditional logic.

  • Internal commenting: if standard terms are to be varied, it’s useful for internal stakeholders to be able to collaborate in real time on the document, without needing to worry about audit trails and version control.

  • External redlining: similarly, counterparties need to be able to negotiate the MSA without having to move into Word and lose audit trails and data.

  • Visual timeline: approvers and signatories often want to scroll back through negotiated versions to keep track of changes and variations.

  • 2-way data sync to CRM: only a two-way integration with live data sync can ensure that data is accurate across both contract and customer relationship management. This helps to avoid double-work with data entry.

 

Integrations you’ll find useful

  • Salesforce: as the dominant CRM and system of record for a majority of high- growth sales organizations, a frictionless integration with Salesforce is vital. Sales users can then create contracts without leaving Salesforce, safe in the knowledge that legal has oversight. The integration should be two-way in case data changes during the MSA negotiation.

  • Companies House: the best contract automation solutions allow UK users to use the Companies House API to make sure data, such as a company’s legal name or registered address, is accurate.

  • Google Drive: an integration with the team’s shared drive means agreed terms are auto-downloaded when fully signed and securely stored.

What benefits do automators report?

An automated MSA workflow can deliver significant benefits to the business. These typically include:

  • System of record: with all contracts generated, negotiated, approved, signed and stored in one system, visibility pre- and post-signature is no longer an issue.

  • Sales enablement: a self-serve process, with a transparent approval workflow, means sales don’t feel like they have to wait on legal for paperwork to be approved.

  • Less friction for legal: similarly, legal doesn’t have to spend its time crawling through email chains to unearth risk, nor haranguing salespeople to check that the latest version was used. Lawyers can enable the business instead of blocking it, but without losing control.

  • One audit trail: when the MSA is up for renegotiation, it’s clear how and why any changes were made last time.

  • No double-work: repetitive data entry into contracts and CRM is no longer required, with live-synced paperwork across both systems.

Achievable time savings

Juro users report an end-to-end time saving for their automated sales contracts, including MSAs, that ranges from 75 to 96 per cent.

Achieving these numbers will depend on the complexity of both the documentation and the workflow being automated, but end-to-end contracting times of minutes, rather than days or weeks, are not unheard of.

To make this happen, it’s also crucial that the automation solution is fully adopted, rather than suffering from a slow and patchy implementation.

Manage MSAs with Juro

“Juro removes friction from the final yard, ensuring contracts aren’t painful and don’t impede our velocity and growth”

- VP Global Channel & Alliances, Unbabel (read more)

Join the high-velocity sales teams taking the pain out of MSAs with Juro. Our customers typically get to value within weeks - not months. To find out more, get in touch, or explore our case studies with customers like Unbabel, Wolt and Farmdrop.

Don't forget to download our eBook, 'Contract automation: start small, win big'. Click above to download the eBook and explore the quickest wins in document automation.


 

 

Topics: Contract magic

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