What Is a Master Services Agreement (MSA) — and Why Should Your Business Use Them?
If you work with vendors, clients, or third parties on any kind of recurring basis, a Master Services Agreement (MSA) isn’t just helpful - it’s essential.
MSAs - sometimes called Framework Agreements - lay the legal and operational groundwork for how two parties work together on a medium to long term basis. They don't spell out the details of each project (that’s what Statements of Work, or SOWs, are for), but they do cover the core terms—like payment terms, intellectual property, dispute resolution, confidentiality, and liability.
Think of an MSA as a Pre-Negotiated Rulebook
Instead of renegotiating the fine print every time you start a new project with the same supplier or client, the MSA locks in the core terms up front. Once it's signed, each future engagement is governed by it, saving time, legal fees, and back-and-forth.
Here’s what’s typically covered in an MSA:
Payment terms: When and how payments will be made
Confidentiality and data use: What’s protected and how
Ownership of work: Who owns the deliverables or IP
Warranties and disclaimers: What’s guaranteed and what’s not
Liability and indemnity: Who’s responsible if something goes wrong
Termination: How either party can end the relationship
Governance and relationship management: How will the parties work together
Reporting and record keeping: How do the parties record and share information
When to Use an MSA
Use an MSA when you expect an ongoing relationship involving multiple projects, deals, or deliverables. It’s most common in:
IT services and software development
Consulting engagements
Marketing and creative agency work
Manufacturing and logistics relationships
It’s also smart to use an MSA when dealing with large enterprise clients—they’ll often insist on it. An MSA means they only need to get their Legal team involved when a relationships starts, and then the commercial teams can agree each Statement of Work under the MSA as required.
How an MSA Helps Your Business
Saves time: Less renegotiating for each new project
Reduces risk: Standardized terms mean fewer surprises
Improves clarity: Everyone knows the rules going in
Supports scaling: Makes it easier to onboard new clients or vendors
Protects your IP and data: Crucial if you're creating or handling sensitive material
The MSA + SOW Combo
The MSA is your umbrella agreement. Each new project then gets its own Statement of Work (SOW) - sometimes called a Scope or Proposal - that defines the specifics: scope, deliverables, deadlines, costs.
This combo keeps things clean and organised - especially when managing multiple simultaneous projects with the same partner.
Bottom Line
MSAs aren’t just legal fluff - they’re strategic tools. If your business engages in repeat work with the same vendors or clients, an MSA can save you time, money, and legal headaches. Get one in place before the work starts - and make sure it’s tailored to your needs.
Want help drafting, reviewing, or negotiating an MSA that actually works for your business? We can help - contact Hemisphere Consultants.