12-Point MSA Audit
Is your services contract inflation-proof?
US construction input prices ran at a 12.6% annualized pace in January-February 2026 (ABC analysis of BLS data), with steel and aluminum leading the climb. If your MSA has no escalation language, you're absorbing those costs with no contractual recourse.
Takes about 3 minutes - check each clause your contract has
Rate & Cost Protection
01
Your MSA has a defined escalation clause allowing rate adjustments over the contract term.
The baseline. Without this clause, your contractor has no formal mechanism to request rate changes - and neither do you.
02
The escalation clause is tied to a specific, published index - such as Statistics Canada's Industrial Product Price Index (IPPI).
Vague escalation language ("market rates may change") is hard to apply and easy to dispute. Index-linked language is objective and auditable.
03
The escalation clause includes a cap - a maximum percentage increase allowed in any given review period.
An uncapped escalation clause protects the contractor, not you. A cap gives both sides a known ceiling for each review period.
04
The contract specifies a formal rate review schedule - either annual or triggered by defined market events.
Without a review schedule, your contractor can request a rate increase at any time. A fixed schedule means both parties know when it's coming.
Tariff & Cost Pass-Through
05
Your contract includes a tariff or duty cost pass-through provision with defined limits on what can be passed and how it's documented.
Without limits, a contractor can pass any input cost increase directly to you and call it a tariff. Documentation requirements create accountability.
06
The agreement includes a change-of-law clause covering new import duties, tariffs, or government-mandated cost increases.
Tariffs are enacted by governments mid-contract. A change-of-law clause determines who bears those costs and under what conditions.
07
Material substitutions require your written approval - contractors can't swap specified materials for cheaper alternatives without your sign-off.
In an inflationary market, contractors cut costs wherever they can. A substitution-approval clause keeps your spec integrity intact.
Audit & Benchmarking Rights
08
Your contract includes audit rights - you can request documentation to verify that a rate increase or cost pass-through is legitimate.
Without audit rights, you're taking your contractor's word for what their costs are. Audit rights don't mean you'll use them - they mean you can.
09
The agreement includes a Most-Favored Customer (MFC) clause - your contractor can't charge you more than their best rates offered to comparable clients.
Rare in small-operator MSAs but extremely valuable. If your contractor is discounting for volume clients, you should know.
Flexibility & Exit
10
The contract specifies the billing currency and includes a mechanism to address exchange rate changes on cross-border services or materials.
Relevant for any US-denominated service or equipment component. A 5% swing on USD/CAD can wipe out your escalation cap.
11
Your MSA includes a termination-for-convenience clause - you can exit without cause with reasonable notice, so you're not locked in if rates become unacceptable.
An MSA without a termination-for-convenience clause is a trap. You need the ability to walk away if a rate increase negotiation fails.
12
This MSA has been reviewed by someone with procurement expertise in the last 12 months.
A contract that hasn't been reviewed since 2023 was written for a stable market. The past 18 months have changed what "standard language" should look like.
Your audit results are ready.
Drop your email and I'll send you the full breakdown within 1 business day - including what each of the 12 items protects you from and which ones to fix first.
out of 12 clauses in place
This is general information, not legal advice.
Also read: The Tariff Playbook →