Negotiate Once, Use Many Times

MSAs are an efficient way to contract with customers that are likely to provide you with repeat business. It's a "negotiate once, use many times" approach.

However, you only get efficiency if the relationship between the MSA and the SOW is structured correctly: a lot of MSAs mix up the SOWs and the MSA so that you end up with a mish-mash. Instead of increased efficiency, you get increased complexity.

Here’s how you should structure things.

Each SOW is a separate contract. It imports the terms of the MSA (plus any changes that are appropriate to that SOW), but it's a separate contract in its own right.

The MSA is just a set of terms in relation to which a buyer and a seller have agreed that, if they do business, they do business on those terms. But, in an MSA, there's no obligation on either party to do business with the other.

In fact, in terms of English law, an MSA is not a contract because there is no consideration. No money changes hands under an MSA, nor is there a promise to buy or sell in an MSA. Those things belong in the SOW.

Also, there's no need for an MSA to have a defined duration: they are, by their nature, evergreen agreements (if you want the ability to take an MSA off the table, you can always add a termination convenience clause). However, just because an MSA is terminated, it doesn't mean any related SOWs are terminated too. They should be independent contracts in their own right.

Equally, having a limitation of liability in an MSA which applies to the MSA (as opposed to applying to SOWs which have imported the terms of the MSA), is a bit pointless, since no business is transacted under an MSA.

22nd September 2026