Extract data from MSAs

A Master Service Agreement is the framework contract under which a buyer and a vendor do business over a multi-year relationship. The MSA sits at the top of a stack: it defines the parties, the term, the liability cap, the indemnification structure, the intellectual property regime, the confidentiality terms, the governing law, and the order of precedence when conflicting terms appear in attached Statements of Work, Order Forms, or Service Level Agreements. The SOWs and Order Forms underneath the MSA describe individual projects or subscriptions; they reference the MSA for everything they do not restate. Enterprise legal teams negotiating an MSA spend the most time on three things: the liability cap (how much can each side be on the hook for if something goes wrong), the indemnification (who defends whom and for what), and the IP regime (who owns what was created under the engagement). After the MSA is signed, the metadata becomes operational: when does it renew, what is the termination notice, who are the right contacts, what is the governing law. The hard parts are the negotiation footprints. MSAs are rarely signed from a template without redlines. Auto-renewal language is heavily negotiated: some MSAs auto-renew indefinitely with 90 days notice to terminate, some have a fixed initial term plus one auto-renewal, some require affirmative renewal. The liability cap is often expressed as a multiple of fees paid in the prior 12 months, with carve-outs for breaches of confidentiality, willful misconduct, IP infringement indemnity, and data breach. Mutual indemnification clauses can be unilateral by negotiation. Currency clauses matter for international MSAs (USD vs EUR vs GBP, with FX risk allocation). Most-favored-nation (MFN) clauses surface in MSAs with strategic suppliers. Termination for convenience and termination for cause have different notice periods and effects. Data Processing Addenda (DPAs) attached for GDPR compliance modify the data rights and obligations. Talonic extracts the MSA structure: parties, contract title, effective date, execution date, term description, auto-renewal language, governing law, dispute resolution venue, liability cap clause, indemnity clause, confidentiality clause, IP ownership clause, currency, total contract value when stated, and termination terms. The full clause text is preserved for the most-negotiated items so counsel can read the actual language during renewal review or due diligence.

What gets extracted from MSAs

How extraction works for MSAs

MSAs differ from standard contracts in that they are framework agreements rather than purchase contracts; the dollar amount and the deliverables sit in attached SOWs and Order Forms. Talonic classifies the MSA (standalone, with attached schedules, vs a hybrid SOW-style document) and runs it through the contract schema in the Field Registry, which captures the parties, term structure, governing law, liability cap, indemnity, IP, confidentiality, and termination. Auto-renewal language is detected and surfaces both as a structured term description and as a verbatim clause excerpt for legal review. Liability caps with carve-outs are captured as clause text rather than collapsed into a single number, because the carve-out scope materially changes the exposure. Per-cell confidence with pixel-region provenance follows DIN SPEC 91491 conformity, so counsel can verify any structured field against the source MSA before relying on the metadata for renewal planning or vendor risk reporting.

Sample extraction

A standard B2B SaaS Master Services Agreement, US-governed

{
  "contract_title": "Master Services Agreement",
  "contract_type": "msa",
  "parties": [
    {
      "name": "Acme Software, Inc.",
      "role": "vendor"
    },
    {
      "name": "Globex Logistics LLC",
      "role": "customer"
    }
  ],
  "effective_date": "2026-01-15",
  "execution_date": "2026-01-14",
  "term_description": "2-year initial term, auto-renewing for successive 1-year periods unless either party gives 90 days written notice of non-renewal",
  "governing_law": "State of New York, USA",
  "dispute_resolution_venue": "State and federal courts located in New York County, New York",
  "liability_cap": "Each party's aggregate liability is capped at the fees paid by Customer to Vendor in the 12 months preceding the claim; carve-outs apply to breaches of confidentiality, willful misconduct, indemnification obligations, and breach of data protection terms.",
  "indemnity": "Vendor indemnifies Customer for third-party IP infringement claims. Customer indemnifies Vendor for claims arising from Customer Data.",
  "confidentiality": "Each party agrees to standard mutual confidentiality terms with 3-year survival post-termination.",
  "intellectual_property": "Vendor retains all pre-existing IP and all generally applicable improvements. Customer owns custom deliverables created specifically for Customer and identified as such in a SOW.",
  "currency": "USD",
  "total_contract_value": null
}

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