Glossary
Framework agreement
A framework agreementA framework agreement sets the standing terms on which later jobs will be let, usually by a statement of work or purchase order. It is the same idea as a master services agreement. It does not oblige either side to buy or supply a volume unless a minimum is written in. Say which paper wins if they clash.More in the glossary sets the standing terms on which later jobs will be let, usually by a statement of workA statement of work (SOW) is a document that describes the specific work, deliverables, timeline and fees for one project.More in the glossary or purchase orderA purchase order is a buyer's written request to buy named goods or services on stated terms. It can form a contract if it is an offer that the supplier accepts. When each side fires its own standard terms, you have a battle of the forms. A master services agreement should say that its terms beat any PO small print.More in the glossary. It is the same idea as a master services agreementA master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.More in the glossary. It does not oblige either side to buy or supply a volume unless a minimum is written in. Say which paper wins if they clash.
Last updated 28 October 2026
Procurement teams say “framework”; agencies say master services agreement. The legal structure is the same: standing clauses — liability, IP, law, payment — plus later call-offs. A retainer is different: it already commits time and money. A framework can sit empty for months. That is fine, if nobody thought a volume was promised.
We treat a framework like an MSA on Contracts.io. Lex drafts the standing page once; each job is a statement of work on the same link family. An order-of-precedence line stops a later purchase order from rewriting the cap. If you want a minimum spend, write it. If you do not, write that too.
How is it different from an MSA?
It is not, in commercial practice. “Framework” is the word public and enterprise buyers use; “MSA” is the private-practice word. Public-sector frameworks under the Procurement Act 2023 have extra rules about who may call off. A private studio-and-brand framework does not. Use the client’s word; keep the structure.
Does a framework oblige us to buy or supply?
Only if it says so. The default is a non-exclusive umbrella with no volume. A minimum commitment, a retainerA retainer is an arrangement where a client pays a regular fee to secure a set amount of time or ongoing access to a supplier.More in the glossary band, or an exclusivity line is what creates the obligation. Do not let a recitalsRecitals are the opening background paragraphs of a contract. They explain who the parties are and why they are signing, but they are not usually operative promises. If a recital states a fact that is wrong, it can still support a misrepresentation claim. Keep the deal itself in the operative clauses, not in the recitals.More in the glossary that “the parties will work together over two years” do that job by accident. See recitals.
Which paper wins if a call-off conflicts?
The order-of-precedence clause. The usual order is: a signed addendumAn addendum is a short, written change to an existing contract, signed by both sides so the original terms stay the same except for what the addendum updates.More in the glossary, the call-off on description, dates and fees, then the framework clauses, then any PO. Without that line you are close to a battle of the forms every time a PO arrives.
When should we just use a one-off paper?
When there is one job and no pipeline. A framework with a single SOW is extra paper. Use a one-off services agreement with a schedule. Move to a framework when the second job would otherwise mean rewriting the cap and the IP clause.
A worked example
A brand and a studio sign a two-year framework: cap, IP on payment, England and Wales law, no minimum spend, either side may walk on 30 days’ notice. Each campaign is an SOW. A later PO is for the brand’s accounts and does not rewrite the framework. When a third campaign needs a higher cap, they vary the framework once, and the next SOW inherits it.
How it shows up in a contract
Sample wording · our own drafting
This framework sets the terms on which the Client may issue a statement of work. Neither party is obliged to issue or accept a statement of work unless a minimum commitment is set out in a Schedule. If a statement of work or purchase order conflicts with this framework, this framework prevails except on description, dates and Fees.
In Plain English
This page is the standing deal for later jobs. Nobody has to offer or take a job unless a schedule promises a minimum. If a later SOW or PO fights this page, this page wins, except on what the job is, when it is due, and what it costs.
Common mistakes
- Assuming a framework promises volume when it does not.
- Letting each PO rewrite the liability cap.
- Using “framework” in a public-procurement sense on a private job, or the other way around.
- Building a framework for a single one-off brief.
Frequently asked questions
What is a framework agreement?
A standing contract on which later jobs are let, usually by a statement of work. It is the same idea as a master services agreement.
How is it different from an MSA?
In commercial practice, it is not. “Framework” is the buyer word; “MSA” is the agency word. See /glossary/master-services-agreement.
Does a framework oblige us to buy or supply a volume?
Only if it says so. Write a minimum commitment if you want one, and write that there is none if you do not.
Which paper wins if a call-off conflicts?
The paper your order-of-precedence clause names. Usually the framework wins except on description, dates and fees. See /glossary/statement-of-work.
Related
Related clauses and templates
The legal wording governsLast reviewed 28 October 2026Pending lawyer review