How to Write an Agency MSA + SOW

Most agencies under $1M ARR skip the MSA and just send a proposal-as-contract. That's fine until something goes wrong. Then you're paying $5,000 in legal to figure out what the proposal actually said.

Here's the right structure.

What is an MSA vs SOW?

MSA (Master Service Agreement): The legal framework. Payment terms, IP ownership, liability caps, termination clauses, dispute resolution. Signed once, governs all future work.

SOW (Statement of Work): The specifics. Deliverables, timeline, fees, milestones for this engagement. Signed per project or per renewal.

The split lets you negotiate the legal stuff once, then ship SOWs faster.

MSA — the 8 sections you need

1. Parties + effective date

Names, addresses, formation states (or countries).

2. Services description

Generic — "marketing consulting services as described in mutually-executed Statements of Work."

3. Payment terms

• Invoice schedule (monthly upfront / milestone-based)
• Net terms (Net 15 or Net 30 — prefer Net 15)
• Late fee (1.5%/month after 30 days)
• Currency + tax responsibility

4. Term + termination

• Initial term (12 months recommended)
• Auto-renewal (annually unless 30-day notice)
• Termination for cause (material breach, 15-day cure)
• Termination for convenience (60-day notice both ways)

5. IP + ownership

• Pre-existing IP stays with each party
• Deliverables transfer to client upon full payment
• Agency retains right to use case studies (with name redaction option)

6. Confidentiality

• Mutual NDA
• 2-year survival post-termination
• Standard exclusions (publicly known, independently developed)

7. Liability

• Limit liability to 12 months of fees paid
• Exclude indirect/consequential damages
• Mutual indemnification for IP claims

8. Misc

• Governing law (your state/country)
• Dispute resolution (mediation → arbitration)
• Force majeure
• Notice provisions
• Counterparts + e-signature

SOW — the 6 sections you need

1. Reference to MSA

"Subject to the terms of the MSA dated [date]."

2. Scope of services

List the specific deliverables. Be precise:

• "8 long-form articles per month, each 1,500-2,000 words, on topics from a mutually-approved editorial calendar"
• NOT "content marketing services"

3. Timeline + milestones

• Start date
• Deliverable due dates
• Approval timelines (client has 5 business days to approve)

4. Fees + payment schedule

• Total fee
• Schedule (e.g., 50% upfront, 50% on delivery, OR monthly retainer)
• Out-of-pocket reimbursements (cap them)

5. Acceptance criteria

What constitutes "done." Without this, projects drag.

6. Change orders

• All scope changes require written approval
• Hourly rate for out-of-scope work ($X/hour)
• Or productized change-order fees

What goes in the MSA vs the SOW?

When to skip the MSA

If your engagement is under $5K and one-time, just use a single proposal-as-contract. The MSA is overkill.

If your engagement is $5K+ recurring, do the MSA. You'll thank yourself the first time something goes sideways.

Get a real lawyer

This is general guidance, not legal advice. Spend $1,500-3,000 on a lawyer to draft your MSA template once. Then reuse it forever. Best ROI of any legal spend.

Use AgencyPitch's SOW templates — built into every proposal, with the right sections pre-written for marketing services.