What a master services agreement contains

A master services agreement is the standing contract between a service provider and a client. It carries the terms drafted to be reused across engagements and leaves scope, schedule and price to a statement of work signed underneath it. OctoDoc, the signing system of record, handles the pair as one file: the MSA and its first SOW are documents inside that file, the signature and capacity marks sit on the execution block, and the terminal state is sealed.

The two-layer shape is explicit in Common Paper's standard agreements, which split a negotiated Cover Page from static Standard Terms. Common Paper describes the split as "All negotiations happen in the Cover Page.", and gives the reuse rationale directly: "Because the Standard Terms never change, both vendors and buyers can review them once and rely on them over and over."

This page describes a class of instrument in general terms. It is not a substitute for the advice of an attorney.

The MSA carries terms; each SOW carries one engagement. Common Paper's Professional Services Agreement defines a SOW at Section 13.18 as "a Cover Page that includes the key business details and definitions for this Agreement that are not defined in the Key Terms or Standard Terms", so the engagement document adds variables rather than restating the standing text.

Order of precedence is the clause that resolves a conflict between the two layers, and a form has to pick a direction. Common Paper's Professional Services Agreement points down, to the engagement document: "If there is any inconsistency between this SOW and the Agreement, this SOW will control." Its Cloud Service Agreement applies the same shape one level up: "If there is any inconsistency between this Order Form and the Framework Terms, this Order Form will control for this Agreement." The direction a form picks is the drafting decision that governs a disagreement between a SOW and the standing terms over a warranty, a payment term or an IP position.

A related sentence sits in the entire-agreement clause of the same form, at Section 12.1, and refuses terms arriving on the client's purchase order: "Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes."

Clause exemplars quoted from Common Paper standard agreements, licensed CC BY 4.0.

The intellectual-property clause answers four separate questions, and forms that answer only two leave the rest to argument. Background IP is what the provider brought to the engagement; Common Paper's Professional Services Agreement calls it Pre-Existing Materials. Foreground IP is what the engagement produced.

The third question is whether foreground IP is assigned or licensed, and the assignment sentence in that form opens with its own carve-out: "Except for Pre-Existing Materials and Third-Party Materials, Provider assigns all right, title, and interest in the Deliverables (if any) to Customer at the Time of Assignment." The defined term does the conditional work. Time of Assignment is a Cover Page choice between "Customer owns Deliverables as they are created." and "Customer owns Deliverables upon payment of associated Fees.", so payment conditionality lives in the definition rather than the operative sentence.

The fourth question is portfolio and publicity: whether the provider may name the client, show the work in a case study, or issue a release. It is a separate heading from the assignment clause and is drafted independently of it.

Clause exemplars quoted from Common Paper standard agreements, licensed CC BY 4.0.

The limitation-of-liability article has two moving parts: a monetary ceiling and a damages waiver. Section 8.1 of Common Paper's Professional Services Agreement states the ceiling as "Each party's total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Cap Amount." The wording is form-specific — the parallel sentence in Common Paper's Cloud Service Agreement reads "for all claims", without "other".

In the Professional Services Agreement the phrase "all other claims" is the seam. Above it sit Increased Claims, capped at a separate Increased Cap Amount, and Unlimited Claims, which the form removes from the ceiling entirely: "The liability caps in Section 8.1 do not apply to any Unlimited Claims." Both lists are Cover Page selections, and the published options include breach of Section 3 (Privacy & Security), breach of Section 11 (Confidentiality), an indemnifying party's obligations for its Covered Claims, and "Claims resulting from a party's gross negligence or willful misconduct".

The waiver is drafted separately at Section 8.2: "Under no circumstances will either party be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance." Section 8.3 disapplies that waiver for Increased Claims and for a breach of Section 11 (Confidentiality), which is why the two lists are drafted together rather than in isolation.

The cap anchor is itself a fill-in. Every General Cap Amount option in that form is either a dollar figure or a multiple of "the fees paid or payable by Customer to Provider in the 12 month period immediately before the claim." Two agreements carrying the identical Section 8.1 sentence can differ entirely on the multiplier, the floor and the measuring window.

Clause exemplars quoted from Common Paper standard agreements, licensed CC BY 4.0.

An MSA usually arrives as a PDF from one side's counsel. Dropping it on the counter produces a single confirm screen carrying the proposed parties, their roles, the routing order and the marks — twelve of them for a two-entity execution block, including the capacity and on-behalf-of marks that an entity signature block needs and that most tools leave as free text. Nothing binds until a person confirms that screen.

Routing for an MSA is parallel in the canonical fixture: neither side signs first, and both signature marks live on the same page of the same document. A SOW signed underneath it routes the same way, against the same party set, without re-deriving anything.

While the file is out, the Margin answers a signer's question about a clause and resolves the answer to a page and a rectangle, so the answer can be checked against the text rather than taken on trust. A post-v1.0 read-link design would add a reading log showing which clauses drew time.

Once every mark is filled and both parties have signed, v1.0 returns the digitally signed PDF in OctoDoc. A proof file and no-account public verification are post-v1.0 designs.

Nobody wants to read the contract. OctoDoc is being built so you do not have to: write a document from a prompt, ask plain-language questions about the one you were sent, and keep every one of them in a single place instead of four accounts and an inbox.

Anyone can check a sealed file with no account.

Unlimited human sends on the paid tier.