Contract Glossary
Master Service Agreement (MSA)
Definition
A master service agreement is a contract that sets the overarching terms between two parties for all future work together. Instead of renegotiating payment terms, liability, IP ownership, and dispute resolution every time you start a new project, the MSA locks those in once. Individual projects are then governed by shorter statements of work (SOWs) that reference the MSA.
In Practice
A marketing agency signs an MSA with a client that covers payment net-30, mutual indemnification, and IP assignment. When the client needs a new website, they issue a SOW referencing the MSA, the SOW only needs to cover scope, timeline, and deliverables. Six months later, when the client wants a brand refresh, another SOW is issued under the same MSA. No lawyer needed for the second project because the governing terms are already agreed.
Example Clause
This Master Service Agreement ('MSA') governs the terms and conditions under which Provider shall perform services for Client. All Statements of Work ('SOWs') executed under this MSA shall be subject to and incorporate by reference all terms and conditions of this MSA. In the event of a conflict between this MSA and any SOW, the terms of this MSA shall prevail unless the SOW expressly states otherwise.
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