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A master service agreement (MSA) is a framework contract that sets the standard legal terms between a service provider and a customer for ongoing or repeat work. Each project is then agreed through a short statement of work (SOW) or order that sits under the MSA, instead of negotiating a full contract every time.
Last updated: October 2026. This page is general information, not legal advice for your specific case. Laws and stamp duty can change, so we confirm the current position before drafting.
An MSA lays down the common rules of a business relationship: how work is requested, how fees are paid, who owns what, how confidential information is treated, who is liable when things go wrong, and how the relationship ends. It is used when the same parties expect to work together on multiple projects or over a long period.
Project details such as deliverables, timelines and price go into a statement of work. Service standards go into a service level agreement. Secrecy terms go into the MSA or a separate NDA. The MSA should state the order of precedence, so it is clear which document prevails in a conflict.
A poorly drafted MSA can leave gaps on IP ownership, unlimited liability, open-ended exclusivity or unclear payment triggers. A good one is balanced for your side of the deal, whether you are the provider or the customer. Protect brand names used in the services as well; see our trademark registration online service.
What an MSA should settle in writing.
The right terms depend on the services and your side of the deal.
Development, maintenance and support work.
Terms for software provided as a service.
Advisory, design, marketing and agency work.
Outsourced processes and support functions.
Repeat supply of goods or services to a business.
An Indian business and a foreign counterparty.
Not sure which type fits? Share the details and our experts will advise free of charge.
The terms that make repeat work simpler and safer.
Explains how projects are requested, priced and approved through statements of work.
Sets invoicing, due dates, late payment and treatment of taxes.
States who owns deliverables and what licence covers pre-existing material.
Protects business information and sets rules for personal data.
Defines the quality promised and how deliverables are accepted or rejected.
Allocates risk, limits liability and excludes indirect losses, within lawful limits.
Sets how changes to scope, price or timelines are agreed in writing.
Covers notice, breach, effect on SOWs, governing law and arbitration or court terms.
From understanding your services to a signed, stamped agreement.
Timelines depend on how quickly the parties agree on terms. Not to scale.
We learn what services are provided, how often, and what each side is most worried about.
We decide which terms sit in the MSA and which go into SOWs, an SLA or an NDA.
We agree ownership, liability limits, indemnities and payment terms for your position.
We draft the MSA and a reusable SOW format in plain, precise language.
Both sides review the draft and we update it until the terms are settled.
We guide you on stamp duty and execution so the agreement can be relied upon.
Keep these ready to avoid delays. Our expert will confirm the exact list for your case.
The cost depends on the type of services, the complexity of the terms and how much negotiation is needed. It generally has three parts:
Our fee depends on the scope and complexity. Call free for a custom quote before you pay anything.
Set by state law, so it varies by state and document. We confirm the amount before execution.
SOW templates, an SLA, NDA or data processing terms are charged separately where needed.
We share a clear, itemised quote before you begin – no hidden charges. Get your free quote →
Choose the option that matches your situation, or call free for a custom quote.
You provide services and need a standard contract for your clients.
You received an MSA from a customer or vendor and want it checked.
You need the complete contract set for an ongoing relationship.
Our professional fee is quoted after a free call. Stamp duty and any related document charges are separate. Not sure which option fits? Ask for a free consultation.
Any business that works with the same party on more than one project.
Serving clients on multiple projects under one set of terms.
Standardising terms across client engagements.
Putting professional contracts in place with larger customers.
Managing long-term service relationships with clear exit terms.
Controlling risk, IP and data when buying repeat services.
Setting governing law, currency and dispute terms across borders.
A quick view of how these documents differ. Ask us which ones you need.
| Document | Main purpose | Level | Typical content | Note |
|---|---|---|---|---|
| Master service agreement | Set common legal terms | Framework | Payment, IP, liability, termination | Covers many projects |
| Statement of work | Describe one project | Project | Deliverables, timelines, price | Sits under the MSA |
| Service level agreement | Set performance standards | Schedule | Metrics, credits, reporting | Often attached to the MSA |
| NDA | Protect confidential information | Standalone or clause | Secrecy obligations and exceptions | Often signed first |
Most MSA disputes come from unclear ownership, risk and exit terms.
The MSA works best when each project is documented properly under it.
Store stamped, signed copies and all schedules safely with both sides.
Agree scope, fees and timelines in writing before work starts.
Record every change in scope, price or timeline through the agreed process.
Check that the MSA still fits your services, law and risk position.
Quick answers on master service agreements in India.
A master service agreement is a framework contract that sets the standard legal terms between two parties for ongoing or repeat work. Individual projects are then agreed through statements of work or orders under it.
Yes, if it meets the requirements of a valid contract under the Indian Contract Act, 1872. It should be properly stamped as per the applicable state stamp law to be admissible as evidence.
The MSA sets the general legal terms that apply across projects, while a statement of work describes a specific project, including deliverables, timelines and fees. The MSA should say which document prevails if they conflict.
Scope and the SOW process, fees and payment, intellectual property, confidentiality, data protection, warranties, indemnity, limitation of liability, term and termination, change control, governing law and dispute resolution.
It depends on what the contract says. Under the Copyright Act, 1957 a contractor generally keeps ownership unless there is a written assignment, so the MSA should state clearly who owns deliverables and what licence applies to pre-existing material.
Yes, parties commonly cap liability and exclude indirect losses. Under Section 74 of the Indian Contract Act, 1872, compensation for breach must be reasonable, and caps should be drafted carefully so they are clear and fair.
Usually by notice for convenience, or for material breach after a cure period, or on insolvency. The agreement should also say what happens to ongoing SOWs, payments, data and confidential information on termination.
Most MSAs provide escalation between senior representatives, then arbitration under the Arbitration and Conciliation Act, 1996, with a stated seat, language and governing law. Some choose court jurisdiction instead.
Stamp duty on agreements is governed by state law, so the requirement and amount depend on the state and the nature of the document. We confirm the position before execution.
Cost depends on the type of services, the complexity of the terms and how much negotiation is needed. Stamp duty is separate. Call us free for a custom quote before you pay anything.
Need an MSA for your services or want one checked before you sign? Speak to our legal expert today – the first consultation and the quote are free.
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