Kouatli v. Endeavor Energy Resources L.P. offers valuable (and obvious) lessons on how NOT to perform a Master Service Agreement in the oil patch (or, per Billly Bob and friends, “The Patch”), to wit...more
MDC Enegy LLC v. Crosby Energy Services Inc. et al. was an indemnity dispute in which the players were many and the facts complicated. But first...more
Mr./Ms. Negotiator/scrivener/reviewer of Master Service Agreements: When did you last review your go-to indemnity provision? In light of Century Surety Company v. Colgate Operating LLC., perhaps you should do it now. The...more
Global transportation and logistics services can amount to some of the largest expenses, and even the largest single contracts by spend, for enterprises with high traffic volumes. Among mature buyers and sellers of goods the...more
Just as the oilfield fuels the modern economy, master service agreements (MSAs) fuel the modern oilfield. But while almost every MSA contains indemnity and insurance clauses, experienced oilfield lawyers will advise their...more
A federal court in Virginia recently granted a motion brought by equipment suppliers DET Diesel Emission Technologies, LLC and Synergy Catalyst, LLC, together doing business as “Recore,” to enforce a forum selection clause...more
A Master Services Agreement (“MSA”) is a contract that outlines the terms and conditions under which a company agrees to provide services, goods, and/or equipment to a client. It serves as a foundational document that...more
Parkman v. W&T Offshore, Inc., et al features two contractors playing hot potato over liability for a company man’s alleged negligence. The takeaway: Write your Master Service Agreement to address your liability concerns, and...more
The outcome of a multimillion-dollar suit was in the hands of a jury of 12 good and honorable citizens. The question: Was a certain party an agent, consultant, contractor, or none of the above? One side wanted the jury to be...more
Help your legal team avoid “roadblock reputation” and start your partnerships off on the right foot by automating the Master Services Agreement (MSA) process. Before Services or Hosting can get started working on a new...more
On March 31, 2023, the U.S. District Court for the Southern District of New York partially dismissed a complaint against a master servicer and a sub-servicer under a Pooling and Service Agreement (“PSA”) in connection with an...more
A liability clause operated as a single aggregate cap for all claims: Drax v Wipro. Wipro provided software services to Drax under a master services agreement. After a series of missed milestones, revised dates and delayed...more
Primary and excess insurance carriers and their counsel need to pay close attention to a new Texas Supreme Court case Exxon Mobil vs. National Union Fire Insurance Company of Pittsburgh Pennsylvania and Starr Indemnity &...more
As you negotiate your master service agreements are you confident that you know how insurance choices might affect indemnity obligations? Me neither. That’s why I turn to my Gray Reed partner Darin Brooks and his insurance...more
E-discovery has changed dramatically over the last decade. Not only must parties adhere to more complex data privacy and information governance requirements, but e-discovery, once the primary domain of law firm lawyers, can...more
Indemnity clauses are an integral tool used regularly in energy contracts and master service agreements. Indemnity is an obligation by one party to make another party whole for a loss or damage that the other party has...more
In Advisory Opinion 22-17, the US Department of Health and Human Services (HHS) Office of Inspector General (OIG) concluded that a proposed restructuring of a loan and other contractual relationships between a health system...more
In the early days of a life science company, there can be confusion and a number of landmines where legal missteps may happen. As part of our 2022 Startup & Accelerate Webinar Series, we look at five key commercial agreements...more
At issue in RKI Exploration and Production LLC v. AmeriFlow Energy Services LLC and Crescent Services, LLC. were two Master Service Agreements. RKI was the operator of a well in Loving County; AmeriFlow and Crescent were...more
The situation is a common one. Your company is in the midst of a sales process with a potential customer, and the business principals have decided on the core order form terms — pricing, term, services specifics, and the...more
For more than 20 years, the supply chain issues were relatively minor, and problems with obtaining goods using Just in Time logistics and lowest price models were few. Supply was ample and demand steady. The last two years...more
The Fifth Circuit’s opinion in Cimarex Energy Company, et al. v. CP Well Testing, L.L.C. will require oil and gas companies throughout the oil patch to review their form contracts, preexisting agreements and liability...more
Let’s begin with a question: Master service agreements (“MSA’s” in the trade), once agreed upon, often remain in force for years. As time passes and circumstances change, the parties amend, sometimes losing sight of the...more
In Texas, most Master Service Agreements related to the oil and gas industry provide indemnities based on who or what was injured rather than who caused the injury. For example, the standard knock-for-knock indemnity will...more
As COVID-19 continues to alter how business is done, companies are increasingly implementing new software to enhance their capabilities and increase efficiencies. Given the important role software plays in running everything...more