GUIDE · 02 / 8

Master services agreement (MSA)

Scope · statements of work · warranties · IP · liability · payment

WHAT IT IS

The umbrella contract that sets the rules of your relationship with a customer. Specific engagements are added over time through statements of work.

WHEN IT COMES INTO PLAY

As soon as you provide ongoing or recurring services to the same customer.

WHY IT MATTERS

The master agreement avoids renegotiating everything with each new engagement. You negotiate the heavy rules once (liability, intellectual property, confidentiality), then each project is added through a simple statement of work. It's a huge time saver over the long run, as long as the structure is clear. An MSA poorly articulated with its SOWs creates contradictions that always surface at the worst moment.

WHAT IT OFTEN CONTAINS

MSA and SOW structure

The MSA sets the general rules; each statement of work describes a specific engagement: scope, deliverables, schedule and price.

Order of precedence

The rule that decides when the MSA and a statement of work contradict each other.

Acceptance of deliverables

How the customer confirms a deliverable is compliant, within what timeframe, and what happens if it's rejected.

IP ownership and licences

Who owns what is created during the engagement, and what licences are granted on pre-existing tools.

Confidentiality and non-solicitation

Protection of exchanged information and the ban on recruiting the other party's staff.

Liability, insurance and indemnification

The liability cap, required insurance and mutual indemnities.

WHAT OFTEN GETS NEGOTIATED

Which document prevails in a conflict

WHAT THE BUYER OFTEN ASKS FOR

That the SOW always prevails, so special terms can be slipped in.

SUPPLIER SIDE

That the MSA prevails, except for an express, signed derogation in the SOW.

Deliverable acceptance criteria

WHAT THE BUYER OFTEN ASKS FOR

Acceptance at the customer's discretion, with no deadline.

SUPPLIER SIDE

Objective criteria, a defined review period and deemed acceptance when it expires.

Ownership of deliverables

WHAT THE BUYER OFTEN ASKS FOR

Full ownership of everything produced, including your tools.

SUPPLIER SIDE

Assignment of customer-specific deliverables, and a licence on your pre-existing tools and know-how.

Caps and required insurance

WHAT THE BUYER OFTEN ASKS FOR

High caps and costly insurance, identical for every engagement.

SUPPLIER SIDE

Caps proportionate to each SOW's value and insurance customary for your industry.

SAMPLE CLAUSE

ORDER OF PRECEDENCE

« In the event of a conflict between this master agreement and a statement of work, the master agreement prevails, unless the statement of work expressly identifies the provision it derogates from. »

IN PLAIN TERMSThe general rules win, unless both parties clearly decided to make an exception for a specific project.

BEFORE YOU SIGN

Is the MSA and SOW structure clear?

Is the order of precedence defined?

Are acceptance criteria objective and time-bound?

Are your pre-existing tools protected?

Does the required insurance match your current policies?

FREE

Personalized negotiation playbook

Share a link to your own contract: we turn it into a starter playbook with opening and fallback positions on the key points. Delivered by email.

Need us to negotiate it for you?