General MSA Guide for 2026 Vendors
General Master Services Agreement Guide to the 2026 Updates - for Vendors
Issued by Intersect, Administrator of the Cardano treasury vendor contracting process.
We have refreshed the General Master Services Agreement (the "MSA") that governs treasury-funded work for the Cardano ecosystem. The 2026 version is a significant update on the 2025 agreement: it adds clearer payment options, a more complete intellectual property framework, and a number of operational and compliance provisions that did not appear before.
This guide is a plain-English summary of the changes that matter most to vendors, together with the practical steps you may need to take. It is a summary only: the MSA itself is the binding document, and where this guide and the MSA differ, the MSA prevails. The agreement remains governed by the law of England and Wales, and the three-party structure is unchanged — Cardano Development Holdings (the Customer), Intersect (the Administrator) and you (the Supplier).
At a glance - the headline changes:
How you are paid
You may choose to receive payments in ada or in an approved stablecoin (USDCx or USDM). If you select a stablecoin, an additional 1% fee will be applied on top of the standard administration fee.
Getting milestones signed off
Each Statement of Work must include clear, objective acceptance criteria. The Supplier will have a 30‑business‑day review window for each submitted milestone. If no acceptance or rejection is issued within this period, the milestone will be deemed accepted.
Intellectual property
Each Statement of Work must specify the ownership of all Intellectual Property created under the engagement. Suppliers must also declare any (Background) IP and any third‑party tools, licences, or dependencies upfront.
New things you must have
Suppliers must maintain appropriate insurance coverage, have an up‑to‑date Business Continuity Plan, provide a named delivery contact, and hold a Modern Slavery Policy.
Continuity protections
New step‑in rights, exit and transition obligations, escrow arrangements, and audit provisions have been introduced to protect Community‑funded work and ensure continuity and accountability in the event of non‑performance or supplier withdrawal.
Flexibility
New rights have been introduced to allow termination for convenience and to address changes in applicable law. A mandatory mediation stage must take place before any court action is initiated.
1. How you get paid
This is the biggest change for vendors.
Stablecoin Option: you can now choose to receive milestone payments in ada or in an approved stablecoin (currently USDCx or USDM). You make this choice when the Statement of Work (SoW) is signed, and it applies to the whole SoW. Once the smart contract is deployed it cannot be changed.
Fees: a 3% administration fee is deducted from each SoW before the smart contract is funded. If you choose a stablecoin, a further 1% management fee applies. Both are calculated on the gross SoW value, and the amounts you see funded on-chain are net of these deductions. You will be given a written breakdown.
Conversion Risk: if you choose a stablecoin, you bear the currency conversion and exchange-rate risk. Conversions are done by a third party and in batches across vendors, so the rate is the batch rate, not an individually negotiated one.
Reference Rate: all fees are still denominated in ada; where a SoW cost is set by reference to a fiat amount, the ada equivalent is fixed at the Reference Rate on the date the SoW is signed.
Verification: to be paid in stablecoin you must complete KYC/KYB onboarding and a small wallet "Verification Transaction" to confirm you control the receiving wallet before the election is processed.
What you need to do
Decide ada or stablecoin at SoW stage - it is fixed for the life of that SoW.
Factor the 3% (and 1% if applicable) into your proposal budgeting; remember "Fees" means the net amount after deductions.
If choosing stablecoin, complete KYC/KYB and the wallet verification early so payment is not delayed.
2. Milestones, acceptance and timing
Objective criteria: each SoW will now set out objective acceptance criteria for milestones and deliverables, so it is clear what "done" looks like.
30-day deemed acceptance: the Administrator will review a complete milestone submission within 30 business days. If it does not issue a rejection notice (identifying the specific criteria not met) within that window, the milestone is deemed accepted. This gives you greater certainty on timing.
Acceptance testing: where a SoW requires acceptance testing, there is a defined test-and-remedy cycle. Repeated failure against the same criteria (two or more times), or failing two or more milestones, can lead to termination.
3. Intellectual property
The IP framework is more structured than in 2025.
Ownership is chosen per SoW: each SoW chooses Scenario A (Customer owns the resulting IP) or Scenario B (you keep ownership and grant a broad licence). If a SoW is silent, Scenario B (Supplier ownership) applies by default.
Schedule your Background IP: if you intend to use your own pre-existing IP, you must identify it in a Background IP schedule in the SoW. Anything you do not schedule may be treated as work product. List your dependencies carefully and up front.
Third-party dependencies: all material third-party and open-source dependencies must be disclosed, with their licences, and you warrant they are compatible with the intended use.
Open-source overlay: where a deliverable is open-source or contributed to an open source repository, the open-source licence (named in the SoW) applies on top, and some repositories may be designated as protected with extra controls.
What you need to do
Check which ownership scenario each SoW specifies before you sign.
List every piece of your own Background IP and every third-party / open-source dependency in the SoW.
Flag any open-source licence incompatibility before you start contributing.
4. New things you are expected to have in place
Insurance
Maintain professional indemnity, public/general liability and cyber/data cover proportionate to the work, for up to six years after the engagement; provide certificates on request.
Business continuity plan
Keep a BCP covering loss of key people, systems and supply chain; test it at least annually; share it on request.
Named delivery contact
Name a Key Personnel delivery contact in each SoW and give notice before replacing them.
Modern slavery
Maintain a modern slavery / anti-trafficking policy and take reasonable steps across your supply chain.
Data protection
Where personal data is involved: get approval for sub-processors, sign the relevant DPA/BAA, and meet breach-notification timelines (72 hours for GDPR; 60 days for HIPAA).
Subcontractors
Get the Administrator’s prior approval before using a "Key Subcontractor", and flow down equivalent obligations.
Security
Notify any security incident within 24 hours.
5. Continuity and oversight provisions (new)
Step-in rights: the Administrator or Customer may step in to continue the services if you default, become insolvent, or there is an urgent risk to the ecosystem.
Exit and transition: you will be expected to keep an exit/transition plan and hand over source code, keys and documentation so the work can continue if the engagement ends.
Escrow: on request, source code for general you retain rights in may need to be placed in escrow, releasable on insolvency or unremedied breach.
Audit: the Administrator may audit your compliance with key obligations, normally no more than once a year.
AI tools: the Administrator may use AI tools to help review submissions; this does not change your dispute rights.
6. Termination, flexibility and the Administrator’s role
Termination for convenience: the Customer or Administrator can now terminate for convenience on 90 days’ notice, paying for work done up to that point. Your own right to terminate for convenience on 60 days’ notice is unchanged.
Change of control: you must notify a change of control within 5 business days; the Administrator may then terminate within 30 days.
Regulatory change: if a change in law makes performance unlawful or impossible, there is a good-faith renegotiation and, failing that, termination route.
Mediation first: disputes now go through escalation and a non-binding mediation step before any court proceedings.
Administrator’s role clarified: the Administrator acts solely as facilitator for the Customer. Helpfully for vendors, you now have limited recourse against the Administrator for its own gross negligence, fraud or wrongful failure to pay — something the 2025 version did not provide.
Vendor action checklist
Questions?
If anything in this guide is unclear or you would like to discuss how a change affects a current or proposed engagement, please contact the Intersect administration team before signing your next Statement of Work.
This guide is provided for information only and is not legal advice. It summarizes selected changes and is not a substitute for reading the General Master Services Agreement, which is the binding document. June 2026.
View Sample General MSA Document
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