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A master service agreement is the formal agreement made between suppliers and buyers. It outlines essential terms of service like deliverables, warranties, indemnification, payment terms, termination clauses, intellectual property rights, confidential information, and even dispute resolutions.
Both MSAs and SOWs are used in service transaction contracts. The major difference between them is that, while an MSA sets the legal framework for the relationship between contracting parties, an SOW deals with specific projects or transactions.
A master service agreement is when two parties agree to a contract that will settle most details and expectations for both parties. It'll state what each group has to do to honor its end of the bargain. It'll also show which services apply in the master service agreement.
An MSA may have several SOWs under it. An SOW, however, usually depends on a single MSA. In other words, an SOW is a child document to an MSA. If they conflict, the terms of an MSA will generally supersede that of an SOWunless the parties agree and state otherwise.
The SOW:Include in each SOW an explicit reference to the MSA to which it will be attached.Number each SOW, either sequently or using some other unique numbering system to make it easy to refer back to that specific SOW.Cleary outline each party's obligations (payment, delivery, services, etc.).