Master Service Agreement Contracts (MSAs) set the reusable rules for working with clients. Each project then runs under its own Statement of Work (SOW). To understand the structure, key clauses, and checklist items every MSA should include, see our Master Service Agreement Guide.
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Get Your Free MSA Agreement >An MSA is the foundation: payment terms, IP rights, confidentiality, liability, dispute resolution. A SOW is a specific room you add later: scope, deliverables, deadlines, and acceptance steps—issued “under” and governed by the MSA.
Real-world moment: You hire a developer for a “landing page.” You assume mobile, page speed, and GA4 are included. They deliver a desktop mock and call the rest “out of scope.” Scope creep starts; margins vanish.
Fix: For every project, issue a separate SOW that references your MSA and spells out deliverables, exclusions, milestones, acceptance criteria, revision limits, and a simple change-order process.
Fix: Assign new work product to the client upon payment. Reserve the vendor’s background tools (code libraries, fonts, frameworks) and license them as embedded in the deliverables.
This is indemnification and limits of liability—in plain English. A fair default: mutual indemnity (each covers issues they cause: IP infringement, gross negligence, willful misconduct) and a sensible cap on ordinary damages.
Fix: 12-month initial term → month-to-month renewal with 30-day notice. Add a wind-down plan for open SOWs (final invoices, asset handoff, data return). Make survival clauses explicit (confidentiality, IP, indemnity, payment).
Order of Precedence: SOW controls scope, pricing, milestones, acceptance. MSA controls legal terms (IP, confidentiality, indemnity, limits, dispute resolution). If a legal term conflicts, the MSA prevails.
Acceptance: Write a short review window (e.g., five business days) tied to written criteria. If no rejection with specific reasons arrives on time, the deliverable is deemed accepted—with a reasonable fix-window for any miss.
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Try SMVRT Legal Free >Issue a separate SOW for each project with deliverables, exclusions, milestones, and acceptance steps. If it isn’t written, it’s optional—and optional becomes disputed.
Do I own the work I paid for?Only if your contract says so. Assign new work product to the client upon payment, and license any background tools the vendor brought to the job (like fonts or libraries).
What’s a fair limitation of liability?A common approach is fees paid in the prior 12 months, with carve-outs for confidentiality breaches, IP infringement, and indemnity amounts.
Which controls: the MSA or the SOW?SOW controls scope, pricing, milestones, acceptance. MSA controls legal terms. If a legal term conflicts, the MSA prevails.
When do I need a DPA?If you process personal data for a client, include a Data Processing Addendum. It reduces security review friction and clarifies breach notice and deletion on termination.
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Start Free with SMVRT Legal >This article is for educational purposes only and does not constitute legal advice.