Statement of work vs MSA: what goes where
The MSA holds the terms that stay the same; the SOW holds this project's scope, deliverables, dates and fees. A split table and sample scope wording.
Put the terms that stay the same on every project in the master services agreement (MSA): liability limits, governing law, insurance and the rule for changes. Put what changes each time in the statement of work (SOW): scope, deliverables, dates, acceptance window, fees and payment schedule. Then say which document wins when they disagree, so a new SOW doesn't reopen the MSA by accident.
When is an MSA plus SOWs worth it?
An MSA plus separate SOWs can simplify repeat projects with one client. You reuse the MSA and write a new SOW per project; a project that needs terms the MSA lacks may need extra SOW terms or an MSA amendment. Common Paper says its standard agreement suits "single or multi-project engagements." For a one-off job, one services agreement is often simpler.
In the Bonterms standard agreement, an SOW is "executed by the parties" and "references this Agreement" (§2.35). An unsigned SOW, or one that doesn't name the MSA, invites an argument over whether the MSA applies.
Which terms go in the SOW, and which in the MSA?
Two published standard forms show a common split: the Professional Services Agreements from Common Paper (Standard Terms version 1.1) and Bonterms (version 1.2). Both put key legal terms on a cover page and project details in each SOW.
| Term | Put it in | Why | What the two standards do |
|---|---|---|---|
| Fees, deliverables and dates | SOW | They can vary by project | Both: in each SOW (Bonterms §3.1, §10.1) |
| Payment terms | SOW, with an MSA default | The default covers a silent SOW | Common Paper: a Payment Period in each SOW (§4.2). Bonterms: 30 days after the invoice date unless the SOW says otherwise (§10.1) |
| Acceptance period | SOW, or an MSA default | Review needs vary by deliverable | Common Paper: Rejection and Resubmission Periods in the SOW, if it uses acceptance (§1.4). Bonterms: 15 days, for deliverables the SOW makes subject to acceptance (§3.4(a)) |
| Ownership or license | MSA default; SOW for exceptions | Some deliverables need another rule | Common Paper: assigned (§2.1). Bonterms: the cover page picks licensed or assigned; an SOW can change it for a particular deliverable (§6.1) |
| When assignment takes effect | Either, but say which | Tying it to payment helps if invoices go unpaid | Common Paper: each SOW picks on creation or on payment of the fees. Bonterms: not conditioned on payment (§6.3(a)) |
| Liability limits | MSA | Say whether the cap applies per SOW or across all of them, and list the exceptions | Common Paper: cap amounts and Unlimited Claims in the Key Terms (§8.1, §8.3); each SOW with the terms is "a separate agreement" (§1.1). Bonterms: amounts paid or payable in the 12 months before the first incident giving rise to liability; indemnity obligations and confidentiality breaches, among others, are uncapped (§12.3, §12.5) |
| Governing law and courts | MSA | One law for every dispute | Both: on the cover page |
| Insurance | MSA default; SOW for extras | A project may need more cover | Common Paper: Insurance Minimums in the Key Terms, though §10.1 says "required in the SOW." Bonterms: cover page or SOW (§17.9(a)) |
| Change orders | Process in the MSA; each amends one SOW | The rule stays fixed; the change doesn't | Common Paper: binding once both agree in writing (§1.3). Bonterms: once both sign (§3.3(c)) |
| How long it lasts | MSA term, plus each SOW's dates | The MSA should cover every live SOW | Common Paper: until 12 months after the latest SOW ends (§5.1). Bonterms: until all SOWs end (§11.1) |
| Ending early | MSA; SOW for project-specific rights | One set of exit rules is simpler | Both allow ending it for an uncured material breach or insolvency (Common Paper §5.2; Bonterms §11.3). Bonterms: unless the SOW says otherwise, the client may end an SOW on 30 days' notice, effective only once fees and expenses to date are paid (§11.2(b)) |
| What survives | MSA | Some duties should outlast an SOW | Both list them, including fees owed and liability limits (Common Paper §5.4; Bonterms §11.4(b)) |
For any other term: if it would read the same for a logo and a website, it goes in the MSA.
What goes in the scope?
A scope that holds up has three parts, plus deliverables and acceptance:
- Included: the work, in units you can count: pages, templates, revision rounds.
- Not included: work the client might assume is included. Naming it makes extra work easier to spot; agree its price and schedule in a change order before you start.
- Assumptions: what you need from the client, by when, and what a delay does to your dates.
- Deliverables: each item, its format and its due date.
- Acceptance: if you use it, the review period, what a rejection must say, and the time to resubmit.
Federal schedule orders use a fixed list, a handy cross-check. FAR 8.405-2 covers agencies ordering hourly-rate services under GSA schedule contracts. Each such SOW shall include the work, its location, the period of performance, a deliverable schedule, performance standards and any special requirements. That rule covers federal purchasing, not private-client SOWs.
What does a sample scope look like?
In this made-up example, Quillwren Studio redesigns the website of Tansybrook Ceramics under an earlier MSA. Names, dates and amounts are fictional.
“Statement of Work No. 3 under the Master Services Agreement between Quillwren Studio and Tansybrook Ceramics dated [March 1, 2027]. 1. Included. Redesign of 11 templates (home, about, contact and 8 product templates) in the client's existing content management system, and migration of up to 40 existing product pages into them. 2. Not included. Copywriting, photography, more product pages, online store setup, hosting and support after launch, which Quillwren will quote in a written change order. 3. Assumptions. Tansybrook provides final copy, images and admin access by [April 5, 2027]. If an input is late, Quillwren will say in writing which dates move. Each moves by the business days of delay; any other change or cost needs a change order. 4. Deliverables and dates. (a) Designs for all 11 templates, as a shared design file and PDF, by [April 30, 2027]; (b) a staging site matching the approved designs, with the navigation, product filters and contact form working on desktop and phone screens, by [June 4, 2027]; (c) launch, by [June 25, 2027]. 5. Review and revisions. Within 5 business days after each delivery, Tansybrook may reject a deliverable by saying in writing how it doesn't meet this SOW; Quillwren fixes it within 5 business days, and fixes don't use a round. Tansybrook may also send one consolidated set of change requests per round, with two rounds per deliverable included. A deliverable is accepted when Tansybrook says so in writing, or if no rejection arrives in time. Further rounds need a written change order. 6. Fees. $14,800, fixed. Quillwren invoices 40% on signing, and work starts once it's paid; 30% when the staging site is accepted; and 30% at launch or 10 business days after that acceptance, whichever is first. Invoices are due within 30 days.”
Under Bonterms, no invoice goes out for a deliverable subject to acceptance until it's accepted (§3.4(f)). An SOW that wants a deposit should name §3.4(f) as a provision it changes (§17.5).
What will the client push for?
Clients with many suppliers may prefer one set of terms, reviewed once. Expect requests to move these into the MSA:
| They ask for | Why | What you can offer |
|---|---|---|
| One payment term for every project, such as Net-60 | Simpler invoice administration | An MSA default each SOW can change, for a deposit or milestones |
| One acceptance rule, often a long review or "to Client's satisfaction" | Control over sign-off | A default period, judged against the SOW's specs, with acceptance if no written rejection arrives |
| Ownership on creation, for every project | One rule for rights | Each deliverable passes once paid for; your existing tools stay yours, licensed to them |
A term set for a $5,000 project also binds a $50,000 one. An SOW override can offer a compromise:
“Payment. Unless an SOW states otherwise, Client will pay each invoice within 30 days of the invoice date. An SOW may set a deposit, milestone payments or a different payment period for that project only.”
What mistakes are common?
A common MSA and SOW mistake is failing to say which document controls a conflict. Common Paper's SOW form says the SOW controls. In Bonterms, an SOW changes the agreement only if it "specifically identifies" the provisions it supersedes (§17.5). A silent MSA leaves conflicts to argument. Pick one rule and write it into your MSA:
“Precedence. This Agreement prevails over any SOW, except for a provision of this Agreement that an SOW identifies by section number as changed. Any such change applies only to that SOW.”
Restating the liability cap in the SOW is the second. If the MSA caps liability at 12 months of fees and the SOW says "$14,800," there are two caps. Under an SOW-wins rule like Common Paper's, the SOW figure may count. Leave the cap in the MSA, or have the SOW name the MSA section it changes.
Change orders that don't name an SOW are the third. Common Paper defines a change order as "a document that identifies the SOW being changed" (§13.4). Number each SOW and each change order, and have both sides sign.
What should you check before you send an SOW?
- The SOW names the MSA by title and date, and has its own number.
- The scope has Included, Not included and Assumptions.
- Each deliverable has a date and, where formal acceptance applies, review and correction periods here or in the MSA.
- The SOW sets the fees and payment schedule, and says when ownership passes if the MSA leaves that to the SOW.
- No legal terms are copied from the MSA, and any change to it names the MSA section.
- There are signature lines for both sides.
When should you get a lawyer?
Once the MSA is settled, you can usually write SOWs yourself. Get a lawyer when:
- The client's MSA overrides every SOW and has terms you can't accept, such as uncapped liability.
- The MSA will govern work that's large for your business.
- The client is abroad, or the MSA uses a law you don't know.
- You're bidding for government work, where purchasing rules can apply.
When does keeping SOWs straight by hand stop working?
A few straightforward SOWs under one MSA can be manageable in a folder and a spreadsheet. It gets harder when one MSA carries many SOWs, each with its own dates, fees and acceptance windows. It slips again when change orders pile up and nobody is sure which one amended which SOW. That's when it's worth having a tool draft each new SOW from your own terms and show you what changed when the client sends it back.
DealMate is an AI contract assistant that takes a deal from first draft to final: describe the deal in a sentence and get a draft built from your templates and clauses; when they send their template, review it from your side and see what's risky; when their redlines come back, compare the versions and see every change and the risk it carries.
Sources
- Professional Services Agreement: Cover Page and annotations (Standard Terms v1.1) — Common Paper
- Professional Services Agreement Standard Terms, Version 1.1 — Common Paper
- Professional Services Agreement, Version 1.2 — Bonterms
- FAR 8.405-2: Ordering procedures for services requiring a statement of work — Acquisition.gov (US General Services Administration)
- FAR 8.402: Federal Supply Schedule program (GSA Schedules) — Acquisition.gov (US General Services Administration)
This is general information, not legal advice. For high-stakes or unusual terms, talk to a lawyer.
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