| name | oilfield-msa |
| title | Master Service Agreement — Oilfield Services |
| description | Drafts a Master Service Agreement for upstream oilfield services (Operator-Contractor). Covers knock-for-knock indemnification, anti-indemnity statute compliance (TX, LA, WY, NM), work order framework, HSE, insurance minimums, and IP/data ownership. Use when drafting oilfield MSAs, drilling service agreements, well service contracts, or upstream operator-contractor master agreements. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/oilfield-msa |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | energy |
| language | en |
| tags | ["agreement","drafting","regulatory","transactional"] |
Master Service Agreement — Oilfield Services
Drafts a litigation-tested MSA for the operator-contractor relationship in upstream oil and gas, with knock-for-knock indemnification compliant with state anti-indemnity statutes.
Prerequisites
Collect before drafting:
- Party details — legal names, entity types, states of organization, principal offices
- Service scope — drilling, completion, workover, maintenance, or other oilfield services
- Operational jurisdictions — states where services will be performed (controls anti-indemnity compliance)
- Insurance specs — existing coverage requirements or broker constraints
- Existing agreements — prior MSAs, rate schedules, HSE policies
- Special terms — exclusivity, minimum volume commitments, subcontracting restrictions
Core Workflow
Step 1 — Identify Jurisdictions
Determine all states where services will be performed. This drives indemnification drafting — anti-indemnity statutes vary dramatically and can void entire provisions.
Step 2 — Draft Articles
Produce a complete MSA with these 14 articles, adapting detail to engagement scope:
| # | Article | Key Contents |
|---|
| 1 | Parties & Recitals | Legal names, entity types, acknowledgment of hazardous operations |
| 2 | Definitions | See defined terms below |
| 3 | Scope & Work Orders | MSA as framework (no volume commitment); WO incorporation; MSA controls unless WO explicitly modifies |
| 4 | Performance Standards | Good-and-workmanlike; qualified personnel; fit-for-purpose equipment; Contractor holds permits |
| 5 | Term & Termination | Initial term + renewal; convenience (30-90 days notice); cause (HSE violations, uninsured, insolvency, uncured breach at 30 days); WO survival; wind-down |
| 6 | Compensation & Payment | Rates per WO (day rate/unit/lump sum/cost-plus); monthly invoicing; Net-30; dispute holdback; late interest (1.5%/mo or legal max); escalation; audit rights |
| 7 | Insurance | See insurance table below |
| 8 | Indemnification | Knock-for-knock — see below |
