Master Services Agreement

A master services agreement is the framework that sits over a series of individual engagements, typically with statements of work or service orders sitting underneath. It is useful where the same parties expect to do business with each other repeatedly and want to agree on the boilerplate once rather than every time.

When an MSA earns its keep

Once the MSA is in place, individual projects or engagements can be documented quickly through short statements of work or work orders, without renegotiating the core legal terms each time. This saves significant time and costs over the life of a client-supplier relationship.

The drafting questions that matter are the structural ones: what travels with the MSA versus what sits in each SOW; how changes to scope are handled; how IP and confidentiality flow across multiple engagements; how termination of the MSA affects open SOWs.

When done well, an MSA substantially reduces transaction friction. Done badly, it creates ambiguity about which terms apply to which work, and that ambiguity has a way of surfacing in disputes.

Example: a typical scope and fixed fee

For an ongoing B2B services relationship between two parties, the typical scope looks like this.

What's included

• A consultation to understand your business model and typical client or supplier relationships
• Drafting of a bespoke MSA covering scope, service standards, payment, IP ownership, confidentiality, liability, termination, and dispute resolution
• A template statement of work or work order to accompany the MSA
• One round of revisions based on your feedback
• Final version ready to use

What's outside this scope

• Drafting individual statements of work beyond the initial template
• Negotiation with the other party beyond the scope described above
• Tax advice

Fixed fee: £750, no VAT.

How I will approach your matter

Once you have instructed me, I will arrange a consultation to understand your business model and typical client or supplier relationships before drafting. The MSA and the accompanying statement of work template are designed to fit together. The boilerplate sits in the MSA, the deal-specific commercial terms sit in the SOW.

Common questions

When do I need an MSA?

If you provide services to business clients on a recurring or project-by-project basis, an MSA saves time and cost. Instead of negotiating a new contract for each engagement, you agree on the standard terms once and then issue short work orders for each project.