Master Services Agreement

What it is

A Master Services Agreement (MSA) sets out the overarching legal terms between a customer and a supplier of professional services. Individual engagements are then captured in Statements of Work that incorporate the MSA by reference, saving repeat negotiation.

When you'd use one

• When engaging a vendor you expect to work with repeatedly.
• For agencies, consulting firms, and managed service providers.
• When you want stable commercial terms while still varying scope per project.

Clauses a good one has

Services and SOW Incorporation

Defines how Statements of Work attach to and incorporate the MSA.

Fees and Payment Terms

Rate card or fixed fees, invoicing cadence, and late payment handling.

IP Ownership

Typically work product vests in the customer on payment; the supplier retains pre-existing tools.

Warranties and Disclaimers

Services performed in a professional and workmanlike manner; other warranties often disclaimed.

Limitation of Liability

Usually capped at fees paid over the prior 12 months, with carve-outs for indemnity, confidentiality, and IP.

Indemnification

Supplier typically indemnifies for third-party IP infringement claims arising from deliverables.

Termination

For cause, for convenience (with notice), and for insolvency.

Jurisdictional variants

The same contract type looks different depending on where it will be enforced. Pick a jurisdiction to see required clauses and a worked example.

• United States — DelawareView template →
• United Kingdom (England & Wales)View template →