Also called: master service agreement, freelance contract
Service agreement (MSA): what to check
A service agreement (sometimes a master service agreement, or MSA) is the core contract governing your relationship with a client. It sets the rules that apply across the whole engagement: how you get paid, who owns the work, who is liable if something goes wrong, and how the deal ends. Specific projects then hang off it as statements of work.
This is the document where the highest-stakes clauses live, so it rewards a careful read more than any other.
What to check
Payment terms and late fees
Net-30 or shorter, a deposit, and a late fee. Watch for Net-60+ or 'pay when we get paid'.
See net payment terms benchmarks →Intellectual property
Whether you license the work or transfer it outright, and that transfer happens on full payment. Full ownership is a buyout and should be priced as one.
See ip transfer benchmarks →Liability and indemnity
Liability capped at the fees paid, with consequential damages excluded. Uncapped liability on a small project is the quiet danger.
See liability cap benchmarks →Termination
A notice period and payment for work already done, rather than 'terminate immediately, without notice' with nothing owed.
See kill fee benchmarks →Red flags
- Uncapped liability paired with a broad indemnity.
- IP transferring 'on creation' rather than on full payment.
- Net-60 or longer, or pay-when-paid.
- Immediate termination with no notice and no payment for work done.
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