Corporate agreements

Master Services Agreement

A Master Services Agreement (MSA) is a foundational contract that establishes the general legal and commercial framework governing a long-term relationship between a service provider and a client. It allows the parties to agree on standard terms like payment, confidentiality, and liability once, without renegotiating them for each new project.

Individual engagements are executed through separate Statements of Work (SOWs), which detail the specific scope, deliverables, timelines, and fees for that particular project. This structure provides flexibility and efficiency for recurring or multiple service engagements.

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Governing law
Indian Contract Act, 1872
Sections
s. 10s. 73s. 74

When this is the right filing

  • When a client and service provider anticipate multiple, distinct projects or engagements over time.
  • To establish a stable set of governing terms (like IP ownership, indemnity, and termination) that apply to all future work orders.
  • When the commercial specifics of each project—such as deliverables, fees, and timelines—are best defined in a separate, shorter Statement of Work.
  • For a single, one-time service engagement with no expectation of future work, a standalone services agreement is more appropriate than an MSA.

What the court looks for

  • A clear mechanism for incorporating Statements of Work, ensuring each SOW is governed by the MSA's terms.
  • A deliberate allocation of risk, particularly in the limitation of liability and indemnity clauses, including specific carve-outs for breaches like IP infringement or fraud.
  • A valid dispute resolution clause, typically specifying arbitration under the Arbitration and Conciliation Act, 1996.
  • Any liquidated damages clause must represent a genuine pre-estimate of loss and not a penalty, as required under Section 74 of the Indian Contract Act, 1872.

The structure the court expects

The components of the filed format, in the order they appear. LexPilot fills every one of them from your facts and papers.

  1. 1Recitals
  2. 2Schedule a — form of statement of work (sow)
How it opens
WHEREAS the Client is engaged in the business of [client business] and desires to engage the Service Provider to provide certain services; AND WHEREAS the Service Provider is engaged in the business of providing [provider business] and has represented that it has the necessary skill, experience, personnel and resources to provide such services; AND WHEREAS the Parties wish to set out the general terms and…

Bracketed items are filled from your case.

Frequently asked questions

What is the difference between a Master Services Agreement and a Statement of Work?

The MSA contains the standard, long-term legal and commercial terms that govern the entire business relationship. A Statement of Work (SOW) is a project-specific document executed under the MSA that details the scope, deliverables, timeline, and fees for a single engagement.

Does a Master Services Agreement need to be registered or notarized in India?

No. An MSA is a simple contract governed by the Indian Contract Act, 1872, and does not require registration. It must be executed on appropriate stamp paper or with e-stamping as per the applicable State Stamp Act, typically at a nominal rate for agreements.

Can a liquidated damages clause in an SOW be enforced as a penalty?

No. Under Section 74 of the Indian Contract Act, 1872, a court will only award reasonable compensation for a breach, not exceeding the amount named in the contract. A stipulated sum that is a penalty and not a genuine pre-estimate of loss is not recoverable.

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