
Our approach
What an MSA and SOW actually do
A Master Services Agreement (or MSA) is the framework contract that sits across your entire relationship with a client. It covers the things that apply to every project: how liability works, who owns the intellectual property, what happens if things go wrong, how either party can exit. The Statement of Work (or SOW) sits beneath it, describing the specific scope, deliverables, timeline and fees for each engagement. Together, they give you a structure that can flex across multiple projects without renegotiating the fundamentals every time.
For agencies and professional services businesses, the MSA and SOW are the commercial paper that matters most. They govern your revenue, protect your work, and set expectations before a project starts. A poorly drafted MSA doesn't just create legal risk, it creates the conditions for every difficult client conversation you'll ever have about scope, payment and ownership.


How we work with you
All of our MSA and SOW work is done on a fixed fee, agreed upfront. You'll know what you're paying before we start, with no surprises when the invoice arrives.
We draft from scratch or review and negotiate counterparty paper, depending on what you need. If you're building your own MSA for the first time, we design it around the way your business actually operates: your project model, your payment terms, your delivery process. If a client or platform has sent you their standard terms, we review them from your perspective and identify the points worth pushing back on. We can mark up the document directly and handle the negotiation through to a position you're comfortable signing.
An MSA that your clients push back on constantly isn't serving you well. The goal is commercial protection that holds up in practice, not just on paper. We write agreements that are clear, proportionate, and built to work in the real world of client relationships.
Who we work with
If your commercial relationships are built on project-by-project engagements, you need an MSA framework that matches how you operate. That typically means founder-led agencies, tech businesses and high-growth companies sending proposals, scoping work and invoicing clients for deliverables.
We have particular depth in the agency sector. We've drafted and negotiated MSAs and SOWs for digital, creative, PR and marketing agencies across a wide range of client types, including enterprise clients whose procurement teams will push hard on the terms. We know the sticking points, we know which clauses matter most, and we know how to build a framework that holds when the relationship comes under pressure.

Pricing
Fixed-fee project
Available via subscription
Case Studies
Hear from our clients
Meet the team
Frequently Asked Questions
Most service businesses need both, but the priority depends on where you are. If you're doing repeat work with the same clients, an MSA is essential: it means you're not reinventing the legal terms for every project. The SOW then handles the specifics of each engagement: scope, timeline, fees, deliverables.
If you're just starting out and doing one-off projects, a well-drafted SOW with good standalone terms may be enough to begin with. We'll tell you which approach makes sense for your business model, rather than selling you a document you don't need yet.
The most common issues we see in counterparty paper are unlimited or very high liability exposure, IP assignment clauses that hand over your pre-existing materials alongside the work you create for them, payment terms that don't match your cash flow, and non-solicitation clauses buried in the boilerplate that restrict who you can hire.
None of these are unusual: they're standard positions for a drafter who is protecting their client, not yours. The question is which of them you push back on, and how. We identify the issues that actually matter for your business, rather than generating a long list of theoretical concerns that gets in the way of you signing a good deal.
Intellectual property is one of the most negotiated areas in any agency or professional services MSA. The default position in many client-supplied agreements is that everything you create for the client belongs to them. That may be acceptable for bespoke deliverables, but it should never extend to your pre-existing tools, methodologies, templates or code.
A well-drafted IP clause distinguishes between background IP (what you bring to the project, which you keep) and foreground IP (what you create for the client under this engagement, which they get a licence or assignment to). We make sure that distinction is clear, and that it actually holds in the drafting.
Scope disputes are almost always caused by vague drafting. A SOW that describes deliverables in general terms, without specifying what is included and what is not, creates the conditions for disagreement the moment a client has a different expectation from yours.
A good SOW names the deliverables specifically, sets out the number of revision rounds, identifies what the client needs to provide and when, and is clear about what happens if the scope changes. It should also describe what completion looks like, so there's no ambiguity about when your obligations end and when the client's payment obligation kicks in.
In most cases, yes: that's the point of a master agreement. You draft it once and it travels with you. However, some larger clients, regulated businesses or public sector bodies will insist on using their own paper, in which case you'll be negotiating their terms rather than presenting yours.
We build MSAs that are designed to be your default position: clear enough that straightforward clients sign without much pushback, robust enough that they hold when a client's lawyers take a closer look. Where you do have to work from counterparty paper, we can help with that too.









