A Call to Reform Contract Language Using the Term “Master”

Written by D. Burgundy Morgan, J.D., Special Acknowledgment to Roman Haferd, J.D., Ethics Committee Board Representative; First published by The Psychedelic Bar Association coordinated by The Ethics Committee; Artwork generated by AI.

Download the original PDF by the author here.

As legal professionals, lawyers are tasked with upholding justice and promoting fairness within the profession. Notwithstanding, certain language used in legal documents perpetuates historical biases and inequalities. In the realms of business contracts generally, and music contracts specifically, there exists a linguistic artifact that carries with it the weight of historical oppression and bias: the term “Master.”

Whether it’s used in the context of a “Master Services Agreement” in business or a “Master Use License” in music contracts for “sound recordings,” these terms bear the remnants of a past marked by systemic racism and subjugation. Historically, the concept of the “master” in business relationships stems from (i) feudalistic societies of Europe (e.g., Master-Servant classism), and in the U.S. (e.g., Master-Slave racism). The etymology of the term originates from systems of dominion and implicitly reinforces outdated references to servitude and subjugation.

Re-Thinking the Use of “Master Use License” and “Master Services Agreement”

While I trust that legal professionals do not consciously intend to reinforce these oppressive structures, the language itself carries the weight of historical servitude, potentially perpetuating implicit biases, and unequal power dynamics.

As demonstrated below, there are better (and more accurate) legal terms available to replace the outdated term “Master.”

1. “Master” (for sound recordings) simply be called by their legal name: Sound Recording.
2. “Master Services Agreement” to be replaced by “Main Services Agreement.”

Sound Recording License, not “Master Use” License: 

Within the music and entertainment industry, the term “Master” has been a standard part of contracts. Specifically, the ubiquitous “Master Use License,” refers to the complete and final recording (“Master”) from which all copies are made (“Slaves”). This context evokes a troubling historical connotation related to the “master-slave” dynamic prevalent during periods of slavery and colonialism. While “Slaves” has fortunately been eliminated from the vernacular (now called by their more accurate name, “copies” or “reproductions”) the term “Master” remains a commonly used term in the legal profession. However, the term Master is not only outdated; it is inaccurate. The United States Copyright Office refers to these recordings by their legal name: Sound Recordings.

Sound Recordings are a key part of copyright licensing. Contracts relating to Sound Recordings are common in the music and entertainment industry, commonly referred to in the vernacular as “Master Use Licenses.” However, continuing to use the terms “Master” by attorneys and business professionals perpetuates a language of dominance and submission, reinforcing implicit biases that may affect interactions between parties involved.

“Main” Services Agreement, not “Master” Services Agreement:

The term “Master Services Agreement” (MSA) is a common fixture in the business world. The purpose of this agreement is to denote the primary framework detailing the terms and conditions governing the contractual relationship between parties for a duration of time and/or on an ongoing basis. Therefore, the descriptor “Main Services Agreement” is a more relevant term that retains the purpose and intent of the agreement, but no longer invokes a hierarchical relationship reminiscent of historical power dynamics, where one entity holds authority and control over another.

Advocating for Change: “Main Services Agreement” and “Sound Recording Agreement”

There have been calls for language reform in various sectors to address these implicit biases and promote inclusivity. One notable example comes from the European Union, where efforts have been made to replace the term “Master” with alternatives that do not carry racial or hierarchical connotations including Main Services Agreement, Primary Services Agreement and Framework Agreement, noting that Main Services Agreement may enable faster implementation and reform due to the same acronym “MSA.”

In line with the American Bar Association and various State Bar’s efforts to address bias in the legal profession, substituting “Master Services Agreement” with “Main Services Agreement” and “Master Use License” with simply “Sound Recording License” represents a meaningful step by lawyers and business professions towards mitigating implicit biases embedded in language.

By removing terms that evoke historical oppression and replacing them with neutral alternatives, businesses and the music industry can signal their commitment to fostering equitable and inclusive environments.

Why Language Reform Is Important:

The use of language plays a crucial role in shaping societal norms and perceptions, consciously and subconsciously. Recognizing this enables us to take proactive steps towards creating a more just and inclusive society. Embracing alternative terminology is essential because of the power language has in perpetuating bias. By using more neutral and inclusive language, reforming biased language helps mitigate the propagation of stereotypes and discrimination. Language reform is not merely a matter of semantics but a reflection of our commitment to dismantling systemic inequalities.

Implicit bias, deeply ingrained in societal structures, often manifests itself in seemingly innocuous language choices. The term “Master,” historically associated with oppressive systems like feudalism and slavery, carries connotations of dominance and subjugation. While its modern usage may not directly mirror these oppressive structures, its presence in contracts can reinforce implicit biases and unequal power dynamics.

I invite lawyers, business professionals, and all others to reevaluate and reform biased terminology to foster inclusivity and dismantle discriminatory structures. I invite Bar Associations to engage in further efforts to eliminate explicit bias from the legal profession and cultivate awareness of implicit bias.

What are the Barriers to Change? 

Often, it boils down to a sentiment like, “We’ve always done it this way. We’re reluctant to change our contract templates.”

In support of elimination of bias in legal contracts, I have updated my contract template. I routinely include revisions of biased terms to neutral terms in “redline” revisions of third party agreements. Specifically, I replace “Master Services Agreement” with “Main Services Agreement” and accurately denote “Master” as “Sound Recording.” I’ve received positive feedback from entertainment lawyers who are also modifying the language of their contracts. However, not all entertainment or business executives are receptive to this shift. Their justification is generally some form of, “But we’ve always referred to it as a Master Use License; it’s just how we do things here.”

Lawyers willing to rethink their use of the terminology are demonstrating an understanding of how powerful implicit bias is. Unfortunately, lawyers unwilling to rethink their use of the terminology are also demonstrating of how powerful implicit bias is, even when the bias is “hiding in plain sight.” Those that are unwilling to make the change in their contract templates because of (very) minor inconvenience demonstrate how powerful implicit bias is in our society.

Efforts to reform language are essential in challenging implicit bias and promoting inclusivity within the legal profession. While some may resist change citing tradition or convenience, it’s crucial to recognize the societal impact of language and the role it plays in perpetuating bias.

How Can You Help?

To foster inclusivity and dismantle discriminatory structures, it’s imperative for legal professionals to reconsider and reform such terminology. Alternatives like “Main Services Agreement” and “Sound Recording License” offer more accurate and neutral descriptors, eliminating the historical baggage associated with the term “Master.”

Similarly, in business contracts, replacing “Master Services Agreement” with “Main Services Agreement” signifies a shift away from hierarchical relationships towards more equitable arrangements between parties. This change not only reflects the true intent of such agreements but also avoids perpetuating outdated power dynamics.

As legal practitioners, we have a responsibility to advocate for change and foster meaningful dialogue on this issue. By encouraging discourse and promoting alternatives to outdated terminology, the State Bars and their members can play a pivotal role in driving positive change within the legal profession. By challenging bias in legal contracts via language reform, each of us has the opportunity and the means to catalyze meaningful change in the legal profession.

Thank you for your attention. Thank you for being part of constructive change.