Master services agreement

A master services agreement, or MSA, holds the terms that apply to all the work between two parties. It usually covers payment terms, intellectual property, confidentiality, liability, termination and governing law.

Individual projects are then set out in statements of work. Each SOW describes the scope, deliverables, timeline and fees for one piece of work, and relies on the MSA for everything else. This means the legal terms are negotiated once, and new projects can start with less paperwork.

MSAs commonly include an order of precedence clause, saying which document wins if the MSA and an SOW say different things. They are common in agency, consulting and software relationships that run over months or years, where the same two parties agree many separate pieces of work.