Master Services Agreement

A three-year logistics MSA with an uncapped indemnity, automatic 24-month renewal and an unusually short 30-day window to dispute invoices. The commercial terms are workable, but three provisions shift materially more risk onto the Customer than the market standard for a contract of this size, and the liability cap is asymmetric: the Supplier caps its exposure at 12 months of fees while the Customer's indemnity is unlimited. The renewal mechanic is the most urgent item — notice must be given 180 days before expiry, so the decision window opens 1 September 2028.

What this means: you are committing roughly $1.84m a year for three years, and unless you diarise a notice date in 2028 the agreement rolls for another two years on the same terms. Your commitments: pay within 30 days, dispute invoices within 30 days or lose the right, and indemnify the Supplier for third-party claims without any cap. Biggest risks to you: the uncapped indemnity, the asymmetric liability cap, and the auto-renewal. What to do next: negotiate the indemnity cap first — it is the single largest exposure and the Supplier has accepted a cap in two comparable agreements in your precedent library.