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Master Service Agreement

Comparing a MSA Vs SOW

The MSA is a broad, overarching contract, whereas the SOW is far more specific. Although each contract is unique, the MSA and SOW work together to complete a business agreement. This article will explain the differences between a MSA and a SOW.

Comparing the MSA vs SOW is effortless. The Master Service Agreement is a broad, all-encompassing agreement, but the SOW is significantly more specific. Although each contract is unique, the MSA and SOW work together to establish a commercial agreement. A business legal department may assure complementary agreements with no contradicting terms by employing an AI contract assessment tool. Read more to know about MSA vs SOW

Not Independent Agreements 

Approaching MSA and SOW as independent agreements can be a mistake because the two papers should work together to guarantee contract requirements are met without deviation.

A master service agreement and an SOW differ in that they govern distinct areas of a business relationship. It establishes the legal foundation for a business relationship, particularly if it is a long-term partnership or the provision of ongoing services.

Details of MSAs and Scope of Work

Furthermore, MSAs and SOW agreement contain varying amounts of detail about how a project will be completed. A Master Service Agreement does not specify how the service will be delivered, but a SOW contract specifies—often in minute detail—how the parties will collaborate on the project.

Your master service agreement might simply mention that your company is collaborating with a web design agency to construct and maintain your company’s website. On the other hand, will completely detail the type of website that will be constructed and when it will be completed.

Relation between MSAs and SOW

Another distinction between the two types of contracts is how they relate to one another. master service agreement and SOW have different effects on themselves. It may contain numerous SOWs. On the other hand, is often based on a single MSA. In other words, an SOW is a subset of an master service agreement. 

Scope of work

If they contradict, the conditions of a master service agreement will normally take precedence over those of an SOW —unless the parties agree otherwise. Parties can also terminate without affecting other SOW or the Master Service Agreement under which the terminated SOW is covered. With adequate supervision, other departments can design and negotiate with little or no assistance from Legal.

MSA Agreement

To answer what is master service agreement, the relationship between two parties in a service transaction is defined by a Master Service Agreement. It defines the expectations and commitments of both parties for the course of a commercial relationship, avoiding the need to enter into a new contract for each new piece of work performed.

Master service agreement serve as a basis for future contracts between the parties by outlining the basic terms and circumstances governing their relationship. When you have a long-term business relationship with another party rather than a one-time transaction, an agreement will help you both decide the rights and duties of each party in the transaction early on in the process.

An Master Service Agreement outlines the nature of the connection and eliminates the need for future transactions to negotiate every contractual term. It also allows businesses to easily adjust to a constantly changing commercial landscape. Expectations are explicit with an agreement, and future deals can go quickly. The following are examples of agreement clauses: 

  • Terms of payment
  • Warranties
  • Resolution of disagreements
  • Termination clauses
  • Statements on ethics, diversity, and responsibility. 


An SOW, describes the specifics of a business transaction. It is used to define a project’s scope of work, deliverables, and timeframes. It can be used as a project management document as well as a contract management document. 

When working with independent contractors or agencies, businesses typically utilize to outline what they expect from each project. It specifies the project goals, parties’ obligations and when they become due, and how the work should be completed. 

To assures that there are no ambiguities. It is more explicit in its requirements. A job’s unique qualities will be covered, and the agreements will only apply to the specific working relationship that has been established. In essence to provide the specifics that an agreement does not cover. The following are examples of clauses:

  • Project phases and assigned hours 
  • Scope of work 
  • Hourly rates
  • Costs of supply
  • Timelines and deadlines
  • Service charges that may apply
  • Parties and representatives involved

The MSA streamlines the business relationship when adequately handled, whereas the SOW provides job-specific details and information. However, because the two contracts are distinct from one another, identical terms will likely be included, which will result in conflicts.

Difference – MSA vs SOW


While there may be an overlap between a master service agreement and an SOW, both papers should be distinct to avoid inconsistencies. The master service agreement may establish payment schedules, which may be short, 30 days from invoice remittance.

The SOW may say that payment is due upon remittance. A discrepancy of this nature could result in an unneeded dispute if the parties relied on a single document to specify the payment terms.


Typically, in a conflict, the Master Service Agreement takes precedence because it governs the whole business relationship. However, because the Master Service agreement is often less specific and generates more significant ambiguity, this can cause issues for the organization contracting for the service.

The ideal strategy to handle both documents effectively may be to ensure accuracy in the first MSA while using the SOW to negotiate the terms of the agreement. 

Due to the fact that it is a long-term contract, precision is essential. Because it specifies parameters that will govern the partnership for the duration of its duration, these agreements may necessitate extensive contract discussion. To achieve the most equitable arrangement possible, numerous attorney review and discussion rounds may be required when executing agreements.


MSA vs SOW is clearly described above. So to answer the question – what is an MSA Agreement? It assures accuracy or drives SOW negotiations. When developing and negotiating Master Service Agreements versus Statements of Work, think of them as complementary agreements rather than as substitutes for one another. The Master Service agreement establishes the partnership, whereas the SOW directs the work to be completed.

Companies can expedite and accelerate the assessment and negotiating process of these agreements by using the power of artificial intelligence (AI). This will ensure that equitable agreements are reached in the long run.

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