MSA vs SOW: What's the Difference?

What's an MSA?

A Master Service Agreement (MSA) is a long-term umbrella contract that establishes the general terms and conditions governing a business relationship. It typically covers:

• Payment terms and invoicing
• Confidentiality and IP ownership
• Liability and indemnification
• Term and termination rights
• General legal obligations

MSAs are designed to cover multiple projects or engagements over time without renegotiating terms for each project.

What's an SOW?

A Statement of Work (SOW) is a detailed document describing a specific project or engagement. It includes:

• Scope of work and deliverables
• Timeline and milestones
• Project-specific pricing
• Acceptance criteria
• Resource requirements

SOWs are typically project-specific and work hand-in-hand with an MSA.

How They Work Together

In practice, companies often use both:

Scenario: You hire an agency for ongoing marketing work. First, you sign an MSA establishing general terms. Then, for each quarter or campaign, you sign an SOW outlining specific deliverables and costs.

The MSA provides the legal framework; the SOW provides project details.

When to Use Each

MSA alone: Simple, one-off projects with minimal complexity.

MSA + SOW: Ongoing vendor relationships or complex projects requiring detailed specification.

Key Differences Summary

MSA	SOW
Long-term framework	Project-specific
General terms	Specific deliverables
Multiple projects	Single project