- Commercial Contract Drafting, Review & Negotiation
- Master Service & Service Agreements
- Vendor, Supplier & Procurement Agreements
- Consultancy & Independent Contractor Agreements
- Agency, Distribution & Franchise Agreements
- Non-Disclosure & Confidentiality Agreements
- MoUs, Term Sheets & Letters of Intent
- Corporate Structuring & Governance
- Shareholders' Agreements
- Share Purchase Agreements
- Share Subscription & Investment Agreements
- Joint Venture & Strategic Collaboration Agreements
- Partnership & LLP Agreements
- Founders' Agreements
Master Service & Service Agreements
A master service agreement (MSA) sets the standing legal terms between a service provider and its customer, such as liability, confidentiality, intellectual property and termination. Each piece of work is then described in a short statement of work that sits under it. A single service agreement does both jobs in one document, for a one-off engagement.
The structure matters most for businesses with a continuing relationship: IT and software services, consulting, marketing, facilities and outsourced operations. The agreement is governed by the Indian Contract Act, 1872, and usually has to deal with personal data under the Digital Personal Data Protection Act, 2023.
When you need it
When starting a long-term engagement
Agreeing the legal terms once avoids renegotiating them for every project.
When a customer sends its standard MSA
Large customers’ templates carry broad indemnities, uncapped liability and wide audit rights. A review shows which terms are usual and which should be resisted.
When your own template is out of date
A template written before the business handled personal data, used subcontractors or sold a software product will have gaps.
When the scope keeps changing
Disputes about services usually begin with work that was never written down. A change procedure prevents that.
When payments run late
Clear invoicing, acceptance and interest terms, and the statutory protection for small suppliers, make recovery easier.
How the process works
Five stages, from the structure to signature. Timings are typical, not promised.
- 1
Understand the services
A call or meetingEstablish what is being delivered, how it will be measured, who the people are, what data and systems are involved and where the commercial risk lies for each side.
Documents
- The proposal or quotation
- The other side’s draft, if any
- Any existing agreement between the parties
- 2
Set the structure
Part of the first draftDecide what belongs in the master agreement, what goes in each statement of work and what goes in a service level schedule, and which document prevails if they conflict.
- 3
Draft or review
Commonly one to two weeksPrepare the draft, or mark up the other side’s, with an issues list. The main points are scope and change control, acceptance, fees and taxes, service levels and credits, intellectual property, confidentiality, data protection, liability, indemnities and termination.
- 4
Negotiate
Depends on the other sideExchange mark-ups and settle the open points, with the liability cap, indemnities and ownership of deliverables usually taking the longest.
- 5
Stamp, sign and set up the first statement of work
At signingStamp and sign the master agreement, then issue the first statement of work under it. Later work needs only a new statement of work.
Common questions
The MSA holds the legal terms that apply to the whole relationship. A statement of work (SOW) describes one project: the deliverables, timeline, price and people. Several SOWs can sit under one MSA.
A schedule that sets measurable standards, such as uptime or response times, and what follows if they are missed, usually service credits. It should also say whether credits are the only remedy.
Under the Copyright Act, the provider that creates the work owns it unless the agreement assigns it in writing. Customers usually take ownership of bespoke deliverables on payment, while the provider keeps its pre-existing tools and know-how and licenses them.
Generally yes. The cap is commonly linked to the fees paid in a period. Liability for fraud, wilful misconduct and, often, breach of confidentiality and third-party IP claims is usually carved out of the cap.
Where the provider handles personal data for the customer, the Digital Personal Data Protection Act requires the customer to engage it under a valid contract. The terms should cover the purpose, security safeguards, sub-processors, breach reporting and deletion.
Under the Micro, Small and Medium Enterprises Development Act, 2006, a buyer must pay a registered micro or small enterprise within the agreed period, which cannot exceed 45 days, and owes compound interest at three times the bank rate on delay.
Only if the agreement says so. Many allow termination for convenience on notice, with payment for work done. Without such a clause, the agreement can usually be ended only for breach or at the end of its term.
Related
To discuss a service agreement, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 7 October 2026.