MSA and SOW (master services agreement, statement of work)
The master services agreement sets the legal terms once; each statement of work adds one project: scope, deliverables, timeline and price.
The MSA covers what does not change between projects: liability caps, IP and code ownership, confidentiality, payment terms, data protection. The SOW, sometimes a work order, describes one piece of work and its pricing model, such as fixed price or time and materials. Lawyers trade tracked changes on the draft, called redlines. If the two documents conflict, the MSA usually says which one wins.
Related terms
- Fixed price: A contract where scope and price are agreed up front and the vendor carries the risk.
- Time and materials (T&M): Paying for the hours actually worked; scope can change, cost and timeline move with it.
- Source code ownership (IP assignment): Who legally owns the code you paid for. In Poland, a contractor’s code becomes yours only through a written transfer of rights.
- Data processing agreement (DPA): The contract GDPR requires when a vendor processes personal data on your behalf: what, why, how it is protected, who else gets it.
- Scope creep: Small additions that each seem reasonable and together blow the budget and the date.
