Mistake
No SOW precedence clause
When the MSA and an SOW conflict — on IP terms, payment, or scope — which controls? Without a clear precedence rule, disputes are inevitable.
Free. No signup. Negotiate once, execute many times — the umbrella agreement that governs every project you do with the same client.
Free. No registration. No card. No catch.
What an MSA is for
A master service agreement establishes the legal framework for all work between two parties — liability, IP, confidentiality, payment, and dispute resolution — so that individual project statements of work only need to address what is unique to each project.
Agencies and vendors with recurring clients. Technology companies with enterprise customers. Any two businesses that expect to enter multiple projects or purchase orders over time.
When a client relationship will span more than one project. After the first project when a second is in discussion, or before the first project when the relationship is expected to be long-term.
For a single one-off project with a new client where no follow-on work is expected, a standalone service agreement or SOW is simpler and faster. MSAs are overhead that pays off over time.
What BizDraft asks you
Both company names, entity types, states of formation.
General nature of services to be provided under future SOWs.
Default invoice cycle, net payment window, late fees.
Default IP position for all SOWs. Can be overridden per SOW.
Mutual NDA provisions covering all work under the MSA.
Maximum exposure for either party — typically tied to fees paid.
How the MSA itself ends, and what happens to active SOWs on termination.
Jurisdiction, venue, and dispute resolution process.
What the AI generates
Plain-English, state-aware, designed to work alongside individual SOWs. Sets the foundation so every new project starts on solid legal ground without renegotiating from scratch.
How individual SOWs are issued, incorporated by reference, and how conflicts between the MSA and an SOW are resolved.
Mutual NDA provisions governing all information shared under any SOW — duration, exclusions, and permitted disclosures.
Default IP position for all projects — work-for-hire assignment or license — with the ability to override in specific SOWs.
Liability cap keyed to fees paid in the preceding 12 months. Mutual exclusion of consequential damages with defined carve-outs.
Authority to enter the MSA, no conflicting obligations, and compliance with applicable law.
MSA termination notice period, effect on in-progress SOWs, survival of key provisions post-termination.
Common mistakes
Common drafting errors that turn a time-saving framework into a source of disputes.
Mistake
When the MSA and an SOW conflict — on IP terms, payment, or scope — which controls? Without a clear precedence rule, disputes are inevitable.
Mistake
The MSA termination clause should not automatically terminate active SOWs mid-project. Active SOWs should run to completion unless separately terminated.
Mistake
An MSA without a liability cap gives the client unlimited exposure claims across every project ever done. Cap liability at a multiple of fees paid.
Mistake
Enterprise clients often want to use their own MSA. Knowing what's in yours makes it easier to spot the provisions in theirs that are unfavorable.
Example
"Digital agency. Long-term client relationship expected — multiple web and marketing projects per year. Net-30 payment, 1.5% late fee. Client owns all deliverables. Liability capped at 12 months' fees. Mutual confidentiality. SOW terms control over MSA on scope. Delaware law."
A 14-section MSA, Delaware-governed. SOW framework with conflict resolution favoring SOW terms. Net-30 payment, 1.5%/month late fee. Full IP assignment on payment. Mutual NDA for all work. Liability capped at fees paid in the last 12 months. 30-day termination notice, active SOWs complete at termination.
Word (.docx) for editing in any tool. PDF for sending out as-is. Both formats, no watermark, no account needed.
When to ask a lawyer
BizDraft is a drafting tool. It is not a substitute for a lawyer who knows your specific situation. Reach for one when:
When a Fortune 500 or large enterprise sends you their standard MSA to sign, have an attorney review it — enterprise paper is often heavily provider-unfavorable.
If the relationship is expected to generate over $500,000 in total fees, attorney review of the liability and IP provisions is well worth the cost.
Healthcare, finance, and defense clients may require specific compliance clauses in their MSA. Understand the regulatory obligations before signing.
FAQ
For ongoing client relationships, yes. The MSA handles the legal framework once. Each SOW then only needs to say what is unique to that project — scope, price, timeline. It saves negotiation time and creates consistent protections across all projects.
Yes, if the MSA allows it. The BizDraft MSA includes a precedence clause that can favor either the MSA or the SOW when they conflict. Common practice is to let the SOW control on project-specific terms (scope, price, timeline) and let the MSA control on legal terms (liability, IP, confidentiality).
MSAs typically auto-renew annually until terminated with notice. The term of the MSA is separate from the term of any individual SOW — you can terminate the MSA while active SOWs continue to completion.
Common caps are 3 months of fees paid, 12 months of fees paid, or the total fees paid under the applicable SOW. The right number depends on the nature of services and the risk profile. BizDraft will suggest a cap based on your inputs.
Yes. No paywall, no trial, no credit card. Read about the business model →
Free. Tailored. State-aware. Yours to keep.
Start your MSA