Master Services Agreement (MSA)
A Master Services Agreement (MSA) is an umbrella contract that fixes the commercial and legal terms governing every future engagement between two parties, so individual projects can be commissioned without renegotiating the whole relationship.
In plain English
The MSA holds the terms that rarely change — liability, indemnity, IP ownership, confidentiality, payment mechanics, termination and dispute resolution. Each individual piece of work is then commissioned through a short Statement of Work (SOW) that covers only scope, timeline and price. When the two conflict, the MSA normally controls unless the SOW expressly overrides a named clause.
Why it matters
An MSA collapses negotiation time on every subsequent deal from weeks to days. It also concentrates risk: a single unfavourable liability or IP clause signed once will silently govern every project that follows for years.
Example
A software vendor signs one MSA with an enterprise client in March. Over the next two years, eleven separate SOWs are issued under it. Only the first required legal review of indemnity and IP terms — but a missing liability cap in that MSA would expose the vendor on all eleven.
Under Indian law
Indian MSAs must be stamped under the applicable state Stamp Act, and the stamp duty position differs by state. Cross-border MSAs also commonly attract withholding tax (TDS) and GST reverse-charge analysis on service payments.
How LexVio handles it
LexVio reviews an uploaded MSA and returns a 0–100 Legal Health Score with clause-level risk flags, plus tracked-change redlines exportable to Word.
LexVio — AI Contract ReviewCommon questions
What is the difference between an MSA and an SOW?
An MSA sets the standing legal and commercial terms of the relationship; an SOW commissions one specific piece of work under it, covering scope, deliverables, timeline and price. The MSA is signed once; SOWs are issued repeatedly.
Does an MSA need to be stamped in India?
Yes. An MSA executed in India attracts stamp duty under the relevant state Stamp Act, and the rate varies by state. Inadequately stamped agreements can face admissibility problems as evidence.
Which document wins if the MSA and SOW conflict?
Most MSAs contain an order-of-precedence clause stating that the MSA prevails unless the SOW expressly identifies the MSA clause it is overriding. Always check that clause rather than assuming.