StartupGrants India

Master Service Agreement (MSA)

A reusable framework agreement for ongoing service relationships — covering IP, liability, and payment

The questions founders ask most about master service agreement (msa), answered plainly. If something here doesn't cover your situation, our team will walk you through it before you commit.

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Frequently Asked Questions

Does an MSA need to be signed every time we start a new project?

No. The MSA is signed once and remains in force for all subsequent work. Each new project is initiated with a Statement of Work referencing the MSA — much shorter and quicker to agree.

Who should own the IP in deliverables?

This depends on the engagement. Fully bespoke work created entirely for the client is typically assigned to the client on payment. Code built on the service provider's reusable framework should be licensed, not assigned.

What is a liability cap and should I have one?

A liability cap limits your total financial exposure under the agreement — typically to the fees paid in a trailing 12 months. Without one, a client could theoretically claim unlimited damages.

Should the MSA require arbitration?

For most B2B service agreements, yes. Arbitration is faster and more confidential than court litigation. We include an arbitration clause with a suitable institution and a seat that suits your location.

Can the MSA cover data protection obligations?

Yes, and it should if you process any personal data on behalf of your client. A data processing agreement or equivalent clauses in the MSA ensure you meet obligations under applicable law.

What happens if a client wants to use their own standard terms instead?

If a client insists on their standard terms, we review them and identify the key departures from your MSA. Most commercial negotiations converge to an agreed position.

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Master Service Agreement (MSA)

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