[GTM glossary](/glossary.txt) Master services agreement Sales # Master services agreement (MSA) In short A master services agreement (MSA) is a contract that sets the general legal terms for a long-term relationship between a vendor and a customer. It covers things such as payment terms, liability, confidentiality, intellectual property, and how disputes are handled. The MSA does not describe a specific purchase. Each purchase is added later as a separate document, such as a statement of work or an order form, that refers back to the MSA. That is why a signed MSA shortens every later deal. This is general information, not legal advice. ## What an MSA usually covers * **Payment terms:** Invoicing schedule, payment deadlines, late fees, and taxes. * **Liability and indemnity:** Who is responsible if something goes wrong, and any caps on damages. * **Confidentiality and data:** How each side handles the other's information, often with a data processing addendum attached. * **Term and termination:** How long the agreement lasts, how it renews, and how either side can end it. * **Dispute handling:** Governing law and how disagreements are resolved. --- ## How an MSA fits with other contract documents The MSA sits at the top. Beneath it, a statement of work describes project scope and deliverables, and an order form lists products, quantities, and price. If two documents conflict, the MSA usually states which one wins. Teams with a repeatable offer often keep a standard MSA and use short order forms for new purchases. That keeps most deals out of full legal review. --- ## How sales teams handle an MSA ### Raise it early In larger deals, legal and procurement review of the MSA is often the slowest step. Ask in discovery who will review contracts and whether the buyer has its own template. ### Know your fallback positions Agree with your own legal team in advance which clauses you can change, which need approval, and which are fixed. Reps then avoid waiting on legal for routine requests. ### Use a mutual plan Add contract review dates to the mutual action plan so both sides see the timeline. --- ## Common mistakes * **Late start:** Sending the MSA after the verbal yes, which adds weeks to the close. * **Redlining without a owner:** Several people editing different versions with no single source of truth. * **Treating it as only legal:** Commercial terms in the MSA, such as renewal and price changes, affect revenue for years. --- ## Master services agreement FAQs **What is a master services agreement (MSA)?** A master services agreement is a contract that sets the general terms for an ongoing relationship between two parties, such as payment, liability, confidentiality, and termination. Individual purchases are then agreed in separate documents that refer back to it. **What is the difference between an MSA and an SOW?** An MSA holds the standing legal terms that apply to every deal between two parties. A statement of work describes one specific project, including scope, deliverables, timeline, and fees. The SOW is usually governed by the MSA. **Do you need an MSA for every customer?** No. Small or self-serve deals often use online terms of service instead. An MSA is more common in larger or repeat deals where the buyer wants negotiated terms. Your legal team decides when one is needed. **How long does it take to negotiate an MSA?** It varies widely. A buyer that accepts a standard template can sign quickly, while a buyer with heavy legal and security review may take weeks or months. Starting the review early in the sales cycle is the most reliable way to avoid delay. Share term --- ## More related phrases * [Service level agreement](/glossary/service-level-agreement.txt) * [Non-disclosure agreement](/glossary/non-disclosure-agreement.txt) * [Statement of work](/glossary/statement-of-work.txt) ## Similar phrases * [Contract management](/glossary/contract-management.txt) Contract management is the process of creating, negotiating, signing, tracking, and renewing contracts, so deals close faster and obligations, pricing, and renewal dates are not missed. * [Procurement](/glossary/procurement.txt) Procurement is the buyer-side function that vets vendors, negotiates price and terms, and manages purchasing, which often adds steps late in a B2B deal. * [Deal desk](/glossary/deal-desk.txt) A deal desk is a team that reviews, structures, and approves non-standard sales deals, helping reps close faster while protecting margin, pricing discipline, and contract terms. * [Order form](/glossary/order-form.txt) An order form is a short contract document listing what a customer is buying, including products, quantities, price, and term, typically signed under a broader master agreement. * [Purchase order (PO)](/glossary/purchase-order.txt) A purchase order (PO) is a document a buyer sends to a seller to authorize a purchase, listing items, quantities, prices, and terms, and it often gates when a B2B deal can be invoiced.