When a business engages a SaaS provider, software development team or IT consultant, two documents usually appear early in the process: the Master Services Agreement (MSA) and either a Statement of Work (SOW) or an Order Form. These documents often arrive together, which leads many people to assume they serve the same function. In reality, they operate on completely different layers of the relationship. Understanding the distinction matters, because confusing them is one of the most common causes of project overruns, scope disputes and unexpected legal risk.
In this third article in our series, we delve deeper into how Statements of Work fit into the contractual stack. If you’re interested in learning more about MSAs, see our essential guide and our clause-by-clause breakdown , or you can always contact us here.
Master Services Agreements: A quick recap
An MSA is the “umbrella contract” that sits over the whole relationship. It governs how the parties work together, regardless of what the actual project is. If the parties end up doing ten projects together, the MSA applies ten times.
The MSA is where you’ll find the core legal machinery: how the provider is paid, who owns the IP, how confidentiality works, what happens if someone breaches the contract, how disputes are handled, and whether a party can terminate early. None of this changes from project to project, and the whole point of the MSA is to avoid renegotiating these heavy legal terms each time new work arises.
Why we use Statements of Work
If the MSA sets the rules of the relationship, the SOW or Order Form describes the actual work to be done for each engagement. This is where the operational clarity sits. A well-drafted SOW or Order Form gives both parties a shared understanding of what’s being delivered, how it will be delivered, and what “done” looks like.
For example, an MSA might say the provider will perform services with due skill and care, but it’s the SOW or Order Form that explains whether that work involves migrating a data warehouse, integrating a CRM, configuring a SaaS platform or building a specific custom feature. These documents also set out milestones, timelines, acceptance criteria and the assumptions the project relies on – none of which belong in an MSA.
Where projects go wrong, it is almost always due to a poor or vague scope. When the deliverables are underspecified, clients assume inclusions that were never priced, and providers end up absorbing unpaid work or managing rework during delivery.
A simple example
Imagine you’re a SaaS provider offering workflow automation software.
- The MSA sets the IP ownership of your platform, your support commitments, your liability cap, confidentiality rules, how subscription billing works, and what happens if the client doesn’t pay.
- Your first SOW/Order Form might describe an implementation project: configuring workflows, migrating data, and integrating with the client’s CRM.
- Six months later, a second SOW/Order Form might cover a custom feature request.
- A third might deal with training or onboarding additional departments or affiliates.
FAQs about Statements of Work
Many businesses are unsure how SOWs and Order Forms fit into the contracting framework. Below we address some of our most commonly asked questions.
-
Does the MSA override the SOW if there’s a conflict?
Most MSAs include an “order of precedence” clause that explains which document applies if the terms conflict. As a general rule, the MSA will govern overarching legal and commercial matters, while the SOW controls the specific details of the work.
However, some parties choose to flip this position, giving the SOW priority for any project-specific issues- especially where the SOW includes bespoke requirements that depart from the standard MSA.
-
Can you use a SOW without an MSA?
Statements of Work and Order Forms serve a similar purpose: they document the specifics of a particular engagement, including deliverables, timelines, pricing and key assumptions. While it is possible to use either document without an MSA, this only works if all necessary legal and commercial terms are attached or incorporated so the document can operate as a complete standalone agreement. Without those terms, the arrangement will contain significant gaps and leave both parties exposed.
On their own, neither a SOW nor an Order Form is designed to function as a full contract. They typically do not address core issues such as liability, indemnities, IP ownership, confidentiality, privacy, suspension, termination or dispute resolution. That is why, in most SaaS and IT relationships, these documents sit under an MSA – which carries the broader legal framework – while the SOW or Order Form captures the particulars of the work to be performed.
-
What’s the Difference Between an SLA and an SOW?
Although both documents sit beneath the MSA, an SLA and an SOW serve completely different functions. The SOW describes what will be delivered in a particular engagement – its scope, deliverables, timelines and acceptance criteria. The SLA, by contrast, sets out how well the service must perform once it is live, including uptime targets, response times and support expectations. One governs project delivery; the other governs ongoing service performance.
-
Why do some people opt to use an Order Form rather than an SOW?
Sometimes people simply don’t like the term “Statement of Work” and prefer to use “Order Form,” even when the document is performing the same function. In those cases, the choice of label is more about preference than substance.
In other cases, businesses choose to use an Order Form instead of a full Statement of Work because it offers a faster, lighter-weight way to kick off new services – particularly where the work is standardised rather than bespoke. Order Forms tend to focus on the commercial essentials: the product tier, subscription term, user numbers, pricing and billing arrangements. For SaaS providers, this is often all that’s needed when onboarding a new customer or expanding an existing subscription.
By contrast, an SOW is better suited to project-based or customised work that requires detailed scoping, milestones and acceptance criteria. Where the engagement involves configuration, integration or other delivery work, an SOW provides the structure and specificity needed. But where the service is largely “off the shelf,” an Order Form is usually quicker for both sides and keeps the contracting process efficient.
-
What happens if an MSA expires while SOWs are still active?
Many MSAs specify that their terms remain in force for any SOWs still underway, ensuring continuity until those pieces of work finish. Where the agreement doesn’t address this, the parties may face uncertainty about which terms apply, and will often manage this by extending the MSA or signing an amendment to keep it in effect for active SOWs.
Do you need help preparing your Statement of Work?
At Adventum Legal, we help SaaS companies, technology providers and growing service businesses negotiate MSAs, prepare clear SOWs and Order Forms, and build contract frameworks that scale with the business. If you’d like support reviewing or drafting your agreements – we’d be happy to help. Reach out to one of our expert procurement lawyers here.
