MSA (Master Service Agreement)
An MSA is a foundational contract between two parties that sets the general legal and commercial terms governing all future work, with specific projects then defined in separate SOWs.
In short
- Foundational contract that sets legal and commercial terms for all future work between two parties.
- Covers payment terms, IP ownership, liability caps, termination, dispute resolution, governing law.
- Individual projects are then defined in separate SOWs that reference it.
- Lets repeat engagements turn around in days instead of weeks.
How MSA + SOW work together
Once an MSA is in place, each SOW adds project-specific scope, deliverables, timeline, and price -- without restating legal boilerplate every time. This only works if the MSA is comprehensive enough that SOWs don't need to re-litigate liability, IP, or termination terms.
The common failure mode
A SOW tries to change the liability cap or IP ownership terms set in the MSA without an explicit amendment. Most MSAs state an order of precedence for conflicts -- but that precedence clause needs to actually be checked against what the SOW says, not assumed.
How ScopeWise checks this
When ScopeWise reviews a SOW that references an MSA, it's worth confirming the MSA itself has been reviewed for the terms that carry through to every SOW signed under it -- liability, indemnification, IP ownership.