Overview
Master Services Agreements (MSA) are fundamental in shaping how two businesses work together over the course of an ongoing commercial relationship. Despite this, many organisations only come across MSAs when they begin formalising repeat engagements or moving from ad-hoc work to a longer-term partnership. This guide explains what an MSA is, why it matters, and how it fits into the broader contract structure. Whether you’re a service provider looking to strengthen your contracting framework or a customer wanting clarity over rights and responsibilities, understanding how MSAs work will give you the clarity you need to navigate long-term commercial partnerships with confidence – and if you need support along the way, we’re always here to help.
What is a Master Service Agreement
A Master Services Agreement is a contract that sets the overall legal and commercial framework for an ongoing business relationship. Rather than starting from scratch every time a customer needs a new project, feature build or support engagement, the MSA establishes the baseline rules once – things like IP ownership, confidentiality, liability, payment processes and service standards.
For SaaS companies, software developers and IT service providers, this structure is especially valuable. Most customer relationships involve phases of implementation, onboarding, integrations, training, and later optimisation or expansion. By having an MSA in place, each of these pieces of work can be added quickly through a Statement of Work or Order Form without renegotiating the core legal terms each time
In practice, the MSA becomes the “operating system” for the relationship. It allows both parties to move faster, reduces contract fatigue, and ensures the legal foundation remains consistent even as the services evolve over time.
What an MSA Actually Does
Being the backbone of a commercial relationship, a Master Services Agreement does more than record terms on paper; it sets out, in practical terms, how the parties will work together over time – how services are requested and delivered, and how the inevitable changes, delays or disagreements will be managed.
MSAs also allocate risk in a commercially sensible way. They set out who is responsible for what, how liability is capped, who owns the intellectual property created during the relationship, and how confidential information and customer data must be protected. For SaaS and IT providers, they also formalise the rules around licensing, users and support, ensuring customers understand the boundaries of the service from the outset.
Importantly, the MSA provides a stable legal foundation that doesn’t change each time new work arises. Once the overarching framework is agreed, the parties can move quickly by issuing SOWs or order forms that describe the specific deliverables for each new phase. This combination – clear legal structure at the top, flexible project detail underneath – is what allows technology relationships to scale smoothly as the customer’s needs evolve.
Curious about what actually goes into an MSA? Our clause-by-clause guide for SaaS and IT providers explains the purpose of each provision and how it shapes the commercial and legal relationship.
How an MSA Fits Into the Contract Stack
In a typical SaaS or technology engagement, the MSA sits at the top of the contractual structure. It provides the overarching legal terms that govern the entire relationship, no matter how many phases or projects follow. Underneath the MSA sit more operational documents – most commonly Statements of Work (SOW) or Order Forms – which describe the specific deliverables for each piece of work.
As the relationship deepens, additional documents often plug into the structure. An SLA may define uptime commitments and support expectations; a Data Processing Agreement may address privacy and regulatory obligations; and technical policies or security schedules may outline how data is handled or stored. Each of these documents has a unique purpose, but they all draw their authority from the MSA.
Together, the documents operate like a layered system: the MSA sets the foundation, the SOW or Order Form adds the detail for the current project, and the supporting schedules refine how certain parts of the service will be delivered. This structure keeps the relationship organised, reduces duplication, and ensures every new piece of work is governed by the same consistent framework.
FAQs about Master Service Agreements
MSAs can raise a number of practical questions, particularly around how they interact with SOWs, Order Forms, SLAs and other supporting documents. Below we’ve answered some of the most common queries.
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When should a business use an MSA?
A business should consider using an MSA whenever the relationship is expected to continue beyond a single piece of work. MSAs are essential where integrations or future enhancements are anticipated, or if the services will roll out in phases or are expected to evolve over time.
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What should be included in an MSA?
An MSA sets out the overarching legal and commercial framework for the relationship, including key terms around scope, IP ownership, confidentiality, liability, data handling and termination. We dive deeper into some key MSA terms in our next article in the series.
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What’s the difference between an MSA and Terms of Service?
An MSA is typically used for ongoing or multi-phase relationships – for example, in SaaS and IT engagements where the parties expect continuing work, integrations or support. Terms of Service, by contrast, are usually standard-form online terms accepted by the customer when signing up for a service. While they can sometimes be negotiated, Terms of Service are generally intended for one-off, self-serve or lower-value engagements where bespoke contracting or platform customisation isn’t required. They work well for simple or transactional use cases but are less suited to complex or long-term commercial relationships.
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What’s the difference between an MSA and a Service Level Agreement?
A Master Services Agreement and a Service Level Agreement (SLA) work together but serve very different purposes. Whilst the MSA sets the overarching legal and commercial framework for the relationship, and SLA, on the other hand, sits beneath the MSA and deals specifically with service performance standards. An SLA sets out measurable commitments – such as uptime targets, support response times, incident categories, and resolution timeframes – and often outlines the rules around scheduled maintenance or service credits. In short, the MSA governs the relationship; the SLA governs the
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What’s The Difference Between an MSA and an SOW?
Just as an SLA sits beneath the MSA, a Statement of Work also operates under the MSA but serves a different purpose. While the MSA sets the overarching legal and commercial framework, the SOW captures the specifics of a particular engagement, for example, the deliverables, timelines, assumptions and acceptance criteria for that piece of work. We explore the role of SOWs in more detail in the third article in this series.
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Does the MSA override the SOW if there’s a conflict?
Most MSAs include an “order of precedence” clause that sets out which document governs if there is an inconsistency. In many cases, the MSA will take priority for overarching legal and commercial terms.
However, some contracts reverse this, giving the SOW priority for any matter relating to the specific project, even if it conflicts with the MSA. This is more common where the SOW contains complex or bespoke requirements.
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What happens if an MSA expires while SOWs are still active?
In most cases, the MSA will state that its terms continue to govern any active SOWs until those SOWs are completed or terminated. If the MSA is silent on this point, the parties may face uncertainty about which terms apply once the master agreement ends. Some organisations deal with this by renewing or extending the MSA, while others execute an amendment confirming that the MSA will continue to apply to any in-progress work.
Need help with your MSA
If you’re preparing or reviewing an MSA – or want to ensure your SOWs and Order Forms align with your commercial model – Adventum Legal can help. We work closely with SaaS and IT providers to draft clear, scalable and commercially sound agreements that support long-term customer relationships.
