Can I re-use Master Services Agreement and Statement of Work for multiple clients?

[Andrew2009]

This is for California law.

I have client #1 who sent me a Master Services Agreement and Statement of Work created by their lawyers for me to sign to do some software development for them. I have client #2 who wants me to do some work for them also. Client #2 asked me if I have any contract document that I can send to them to review. I'm an independent contractor.

I'm not a lawyer so I don't know how to create a legal contract. Can I send client #2 the same MSA and SOW template that client #1 sent to me? (of course I'll customize it to client #2 like name, services that I'll do for client #2 ...etc.). These MSA and SOW templates contain only standard legal terms and conditions like IP will belong to the client once I'm done so there's nothing special and complicated in them.

Can I re-use these templates for client #2 and future clients? I don't want to get into any legal trouble

Thanks

 

[quincy]

This is for California law.

I have client #1 who sent me a Master Services Agreement and Statement of Work created by their lawyers for me to sign to do some software development for them. I have client #2 who wants me to do some work for them also. Client #2 asked me if I have any contract document that I can send to them to review. I'm an independent contractor.

I'm not a lawyer so I don't know how to create a legal contract. Can I send client #2 the same MSA and SOW template that client #1 sent to me? (of course I'll customize it to client #2 like name, services that I'll do for client #2 ...etc.). These MSA and SOW templates contain only standard legal terms and conditions like IP will belong to the client once I'm done so there's nothing special and complicated in them.

Can I re-use these templates for client #2 and future clients? I don't want to get into any legal trouble

Thanks

You can ask the lawyers who created the contracts if the contracts are copyright-protected.

 

[Zigner]

Isn't the work automatically protected? I doubt the other attorney(s) will authorize the use of their work product by someone who is not their client. Perhaps if the OP offered the attorney money for a template...attorneys like money


I find it interesting that the OP is contemplating protecting his own IP by stealing the IP of others.

 

[quincy]

Isn't the work automatically protected? I doubt the other attorney(s) will authorize the use of their work product by someone who is not their client. Perhaps if the OP offered the attorney money for a template...attorneys like money


I find it interesting that the OP is contemplating protecting his own IP by stealing the IP of others.

The form is not necessarily copyright-protected. Facts are not protected. There must be some originality and creativity expressed for a copyright to attach to the resulting work (e.g., more originality/creativity than you would find in a standard telephone book).

I agree that offering an attorney money to draft a contract probably would be the best route to take.

 

[Zigner]

The form is not necessarily copyright-protected. Facts are not protected. There must be some originality and creativity expressed for a copyright to attach to the resulting work (e.g., more originality/creativity than you would find in a standard telephone book).

I agree that offering an attorney money to draft a contract probably would be the best route to take.

I don't disagree with the concepts you are explaining above, however, in this thread, we're talking about the OP wanting modify a contract sent to him by someone else and then use it as his own. The modifications, as proposed by the OP, consist of merely changing the facts listed e.g., parties to the contract, dates, etc. It's not a "form", it's a contract that was drafted by somebody who is not the OP. The OP doesn't have the rights to use that contract (albeit, in a slightly modified form) as his own.

 

[quincy]

I don't disagree with the concepts you are explaining above, however, in this thread, we're talking about the OP wanting modify a contract sent to him by someone else and then use it as his own. The modifications, as proposed by the OP, consist of merely changing the facts listed e.g., parties to the contract, dates, etc. It's not a "form", it's a contract that was drafted by somebody who is not the OP. The OP doesn't have the rights to use that contract (albeit, in a slightly modified form) as his own.

Generally, using another contract as a template for your own is not going to be a problem.

Taking someone else's contract with NO modifications (copying it verbatim) might cause a problem if the contract that is copied has original and creative elements or if the contract that is copied is one you intend to sell to others and it is already being marketed.

Melville Nimmer's "On Copyright" says: "There appears to be no valid grounds why legal forms such as contracts, insurance policies, pleadings and other legal documents should not be protected under the law of copyright."

But, even if contracts are technically protectable, copyright infringement actions are rarely pursued against those who find a contract they like and pattern their own contract after it.

Following is one of the very few cases (American Family Life Insurance Co. v. Assurant, Inc., N.D. Ga.2006) where a suit was filed and a court found infringement. Assurant, Inc. was found to have infringed on American Life's contracts/policies because American Life had created unique, reader-friendly contracts, entitling these to copyright protection. American Life (AFLAC) had registered the copyrights with the US Copyright Office.

http://pub.bna.com/ptcj/1051462Jan11.pdf

Perhaps a bigger risk for the copier of a contract than copyright infringement would be that the copied contract does not adequately meet the specific legal needs of the copier and the other party.

It is almost always best to have your own special contract drafted by an attorney or, at the very least, personally reviewed by an attorney. Once signed, the contract is a legally binding document. You don't want it to be inadequate or flawed.

 

[Andrew2009]

Thanks all for your replies

 

[quincy]

Thanks all for your replies

Thanks for the thanks, Andrew.

Good luck.