Master Services and Framework Agreements

What Is a Master Services Agreement?

A Master Services Agreement sets out the general terms and conditions that will govern an ongoing relationship between two parties. Individual projects or pieces of work are then commissioned under the MSA through separate documents — often called Statements of Work (SOWs), Work Orders, or Schedules — which set out the specific scope, deliverables, timeline and fees for each engagement.

What Is a Framework Agreement?

A Framework Agreement is similar in principle to an MSA but is often used in procurement contexts. It establishes the terms on which goods or services may be ordered over a defined period, without committing either party to a minimum volume or spend. Individual orders or call-offs are then placed under the framework as needs arise.

When Are These Agreements Used?

MSAs and Framework Agreements are commonly used in scenarios such as:

• Engaging consultants, contractors or agencies for ongoing project work
• Procuring IT services, marketing services, or professional services on a recurring basis
• Establishing supply arrangements with preferred suppliers
• Managing relationships with multiple service providers under consistent terms
• Public sector and large corporate procurement processes
  

What Should These Agreements Cover?

Our Commercial Team will work with you to draft or review an MSA or Framework Agreement that addresses:

• Scope of services — What the agreement covers (and what it doesn’t)
• How work is instructed — The process for issuing and accepting Statements of Work or orders
• Pricing and payment — Rate cards, fee structures, invoicing and payment terms
• Service levels and performance — Standards the provider is expected to meet
• Intellectual property — Ownership of work product created under the agreement
• Confidentiality — Protecting commercially sensitive information
• Data protection — Compliance with UK GDPR where personal data is involved
• Liability — Caps on liability, indemnities and insurance requirements
• Term and termination — How long the agreement lasts and how either party can end it (including termination of individual SOWs)
• Change control — A process for managing changes to scope or requirements
• Dispute resolution — How disagreements will be handled
• Exclusivity and volume commitments — Whether either party is committed to minimum levels of work or spend

Benefits of an MSA or Framework Agreement

• Efficiency — New work can be instructed quickly without lengthy negotiations each time
• Consistency — The same core terms apply across all engagements, reducing complexity
• Clarity — Both parties understand their rights and obligations from the outset
• Flexibility — Individual projects can be tailored through SOWs while the overarching terms remain stable
• Reduced legal costs — Less time (and money) spent on contract negotiations for each new engagement

How We Can Help

At Nelsons, our Commercial Team regularly drafts and negotiates MSAs and Framework Agreements for businesses across a wide range of industries. We understand the commercial dynamics of ongoing service relationships and can help you put in place a structure that works for your business — whether you’re the service provider or the customer.

We’re based in Derby, Leicester and Nottingham, but we advise businesses throughout the UK and beyond.

Call us: 0800 024 1976 Submit an enquiry: Complete our online enquiry form