International Contract Review

I am the Managing Member of a Pennsylvania-based technology consulting and software services company. I am seeking an attorney to review and advise on a Master Services Agreement (MSA) that I plan to use with an India-based technology services company that may provide offshore development, staff augmentation, subcontracting, and related delivery support for my U.S. client engagements. I would like guidance on the agreement’s enforceability and risk allocation, particularly regarding confidentiality, intellectual property ownership and pre-existing IP, data security, subcontracting restrictions, non-circumvention and non-solicitation provisions, payment and indemnification terms, limitation of liability, and dispute resolution/arbitration involving a cross-border relationship. I also want to ensure the agreement appropriately protects my company’s client relationships and proprietary assets while remaining commercially reasonable and practical for an India-based vendor. I am looking for an attorney (preferably a Pennsylvania attorney) with experience in commercial contracts, technology transactions, and ideally international or cross-border service agreements involving India-based vendors.