Master services agreement vs mutual NDA

The two files sit at different points in the same commercial arc. A mutual NDA is signed before there is anything to buy — it exists so two organisations can describe a problem to each other in enough detail to decide whether a deal is worth drafting. A master services agreement is signed after that decision, and it governs the work. OctoDoc treats the pair as two separate files; separate proof files are part of the post-v1.0 evidence design.

The published forms make the sequencing explicit by splitting two durations that are often treated as one. The Common Paper Mutual NDA Cover Page carries an MNDA Term, which is how long the agreement runs, and separately a Term of Confidentiality, which is how long the obligation runs. The Standard Terms read: "The Receiving Party’s obligations relating to Confidential Information will survive for the Term of Confidentiality, despite any expiration or termination of this MNDA." The form is drafted so the obligation starts earlier than the MSA and can end later than it.

The MSA runs the other way round. It is a frame, and the work arrives underneath it afterwards. Common Paper describes a statement of work as "a detailed document that outlines the specific work, deliverables, timelines, and terms for a particular project or service under a Professional Services Agreement", and the PSA Standard Terms provide that "Each SOW together with the Key Terms and Standard Terms will constitute a separate agreement." One master file, many later files hanging off it. The NDA form has no equivalent structure: it is signed once and then referred back to.

The counts above are the lines printed in the execution block of the two published CC BY 4.0 reference forms, both parties summed. The two blocks are the same shape, and there is no differential between them.

The Common Paper Mutual NDA Cover Page block lists, under PARTY 1 and PARTY 2: Signature, Print Name, Title, Company, Notice Address, Date. Six lines per party, twelve across the file. The instruction directly above it is short: "By signing this Cover Page, each party agrees to enter into this MNDA as of the Effective Date."

The Common Paper Professional Services Agreement Key Terms block lists, under PROVIDER and CUSTOMER, an official company name, then Signature, Print Name, Title, Notice Address and Date. Six lines per party, twelve across the file, matching the NDA line for line.

Of those six, four are placed by the signer at the moment of signing — signature, printed name, title and date — so each form carries eight signer-placed marks. Company name and notice address are details a sender normally fills in beforehand, alongside governing law and the liability cap, and they are not marks a signer places. Whichever of the two definitions is used, it produces the same number for both forms.

The difference between the two files is therefore not in the block. It is in who is authorised to sign it, how many approvals run before they do, and whether a second block rides along. The PSA SOW Cover Page repeats the same six-line shape, since each SOW stands as a separate agreement.

Both files carry confidentiality, and that is the only substantial overlap. What differs is where it lives. The Mutual NDA gives each mechanic its own numbered section — use and protection at 2, exceptions at 3, disclosures required by law at 4, return or destruction at 6, equitable relief at 10. The Professional Services Agreement carries the same five mechanics but distributes them across four locations: Section 11 for non-use, exclusions and required disclosures, Section 5.3 for return or destruction, Section 5.4(a) for survival, and Section 12.4 for equitable relief. Section 12.4 provides that on a breach of Section 11 (Confidentiality) "the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies."

So the MSA does not drop the NDA's machinery. It rehouses it, which is what makes the pair hard to compare by eye: a clause-by-clause read of the confidentiality section alone finds three of the five mechanics and misses two.

Each form also carries language written to displace what came before it. The Mutual NDA Standard Terms state that it "constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter." The PSA Standard Terms state that "This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject." Both are scoped by subject matter, and confidentiality is a subject both files address.

Common Paper Mutual Non-Disclosure Agreement (Version 1.0) free to use under CC BY 4.0. The Common Paper Professional Services Agreement Standard Terms (Version 1.1) are used on the same licence: "Common Paper agreements are free to use and modify under the Creative Commons Attribution 4.0 International License."

Routing across the pair is mixed, because the two files are routed differently and for different reasons.

The NDA is normally routed in parallel. Both signature blocks are open at once, there is no negotiated schedule to sign against, and no term in the form depends on which side goes first. Parallel routing matches how the NDA is used: it is frequently the thing standing between two people and a call that has already been booked.

The MSA is normally routed sequentially. The provider signs the version its own review produced, and the client signs afterwards, once an internal approval step has run. The order carries weight here in a way it does not in the NDA, because the PSA Key Terms set the Effective Date by a checked default reading "Date of last signature on this Cover Page". The SOW Cover Page uses the same default for the SOW Date.

Where an MSA is sent together with its first statement of work, routing becomes mixed inside a single file: the Key Terms block is signed by the two authorised parties, and the SOW block behind it is signed by the people who run the engagement. That is a different party set on the same file, which is why the two blocks are worth modelling separately.

The failure mode is an MSA sealed months after the NDA, carrying an entire-agreement clause scoped by subject matter, with no cross-reference to the NDA anywhere in the file. Nothing in the sending process surfaces it. The NDA was signed by a partnerships lead who has since changed roles. The MSA was signed by an officer who never saw the NDA. The two files sit in different folders under different names, and the first occasion on which anyone puts them side by side is a dispute.

The second-order version is a duration mismatch. The NDA form sets confidentiality duration as an explicit Cover Page variable that outlives the MNDA Term. The PSA form has no such variable and instead lists Section 11 among the sections surviving expiration or termination. Two forms, two different mechanisms for the same question, and no field on either Cover Page that points at the other file.

Both are detection problems before they are drafting problems. Neither is visible in a signature block, neither is visible in a file name, and neither shows up in a folder listing sorted by date.

OctoDoc treats an MSA and its NDA as two files in one record rather than two unrelated sends. Preparing the MSA at the counter proposes the party set, the roles, the routing order and the marks on one confirm screen, so the execution block and the sequential order are something to approve rather than something to place by hand — including the second block when an SOW rides along.

The Margin answers questions against the file in front of the reader, and an answer resolves to a page and a rectangle. Asking whether an entire-agreement clause names the earlier NDA returns that clause, on its page, or returns nothing at all — which is itself the answer to the failure mode above.

Post-v1.0 designs add a standalone read link with a reading log, plus a proof file recording the party set, routing order, and bound marks for no-account public verification. Those features are not current v1.0 capabilities.

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.