Master services agreement
Review a master services agreement
An MSA sets the terms for every future statement of work, which is what makes a bad one expensive: you negotiate it once, under no time pressure, and then live with it across every engagement for years.
For agencies, vendors and buyers signing framework agreements.
No account needed. You see the price before paying, and the report opens immediately after.
What we check in a master services agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Order of precedence between the MSA, SOWs, exhibits and any purchase order terms
- Liability cap: amount, whether mutual, and which claims sit outside it
- Indemnity scope and the procedure for handling a claim
- Termination for convenience, for cause, and the cure period
- Effect of termination on in-flight SOWs
- Payment terms, disputed-invoice mechanics and late-payment interest
- Warranty scope and duration
- Confidentiality term and survival
- Insurance requirements and named-insured obligations
- Assignment and change-of-control rights
- Audit rights and how much disruption they permit
Red flags we see most often
These are the specific terms that turn a routine master services agreement into an expensive one.
- A purchase order clause stating that PO terms override the MSA
- Uncapped indemnity for IP infringement with no control over the defense
- Termination for convenience by one party only
- Termination of the MSA silently killing active SOWs with no wind-down
- A liability cap measured against fees for the specific SOW rather than the relationship
- Broad audit rights with no notice period or frequency limit
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about master services agreements
What is the difference between an MSA and a SOW?
The MSA sets the legal terms once; each SOW sets the commercial detail for one piece of work. The critical question is which document wins when they conflict - the MSA should say, and it should normally be the MSA on legal terms and the SOW on scope and price.
What is a normal liability cap in an MSA?
Fees paid in the twelve months preceding the claim is the most common formulation, with confidentiality breach, IP indemnity and death or personal injury carved out. Caps expressed as a multiple of fees appear where the risk profile is higher.
Should termination for convenience be mutual?
It should. A one-sided right lets the client walk away from a resourced engagement with no exposure while you remain bound. If they will not make it mutual, ask for a notice period long enough to redeploy and for payment of work in progress.
Related guides
Liability Cap Explained: What's Inside It, What Escapes
How liability caps are usually set, which claims are carved out and become uncapped, and why the carve-out list matters more than the number itself.
Auto-Renewal Clause Explained: How to Actually Get Out
Why the notice window has usually passed before anyone looks, how renewal dates are really calculated, and the wording that caps price rises on renewal.
Review your master services agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
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