Do I need a separate MSA if I only run one project with a client?

You can fold the standing terms into a single combined agreement for a one-off engagement. The MSA/SOW split earns its keep once you expect a second project, because that is when re-drafting liability, IP, and payment terms from scratch on every SOW starts costing you time and consistency.

Which document wins if my PO's fine print contradicts my MSA?

Only your MSA's order-of-precedence clause answers that, and it needs to say so explicitly. Without it in writing, a conflict between PO boilerplate and negotiated MSA terms is genuinely unresolved and becomes a dispute question rather than a lookup.

Can a SOW override a liability cap set in the MSA?

Only if the MSA's precedence clause allows it, and most well-drafted MSAs do not let a SOW quietly override standing terms like liability caps without an explicit amendment process.

MSA vs SOW vs Purchase Order: What Belongs Where, and Why Mixing Them Burns a Services Business

4 min read

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A services business that has run more than one project for the same client usually has an MSA, a SOW, or both sitting somewhere in its inbox. Fewer of them can say confidently which document is supposed to hold which term. That confusion is where the trouble starts. The drafting itself is rarely the problem.

Key takeaway

An MSA governs the standing relationship: payment terms, IP ownership, confidentiality, liability, indemnity, termination, dispute resolution. A SOW covers one project only: scope, deliverables, timeline, price. A Purchase Order is transaction mechanics. Keep commercial terms in the MSA, or they will not carry forward consistently to your next project.

What an MSA actually governs

A Master Services Agreement is the standing legal framework for the whole relationship. It gets signed once and referenced by every project that follows: payment terms, IP ownership, confidentiality, limitation of liability, indemnity, termination, and how disputes get resolved. Everything in it is meant to survive across projects, which is the entire point of having it separate from any single engagement.

What a SOW actually governs, and why it should stay narrow

A Statement of Work sits underneath the MSA and covers exactly one engagement: scope, deliverables, milestones, timeline, and the price for that project. It is deliberately narrow. A SOW that also tries to restate or renegotiate payment terms, liability caps, or IP ownership is doing the MSA's job badly, project by project, instead of once.

Where a Purchase Order fits, and where it does not

A Purchase Order sits below both. It is a transactional instrument: what is being bought, how many units, at what price. A PO is not the place commercial terms live, and its pre-printed boilerplate terms (most POs carry some) should never be allowed to override what the MSA already settled.

This article is general information, not legal advice. If you need advice for your specific situation, contact BuildWright directly.

From the blog

The Clauses That Actually Decide Outcomes in Your Indian Services MSA

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The Clauses That Actually Decide Outcomes in Your Indian Services MSA

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Document	Governs	Signed
MSA	The relationship: payment terms, IP, confidentiality, liability, indemnity, termination, dispute resolution	Once
SOW	One project: scope, deliverables, milestones, timeline, price	Per project
Purchase Order	One transaction: what, how many, unit price	Per order, where used

MSA vs SOW vs Purchase Order: What Belongs Where, and Why Mixing Them Burns a Services Business

What an MSA actually governs

What a SOW actually governs, and why it should stay narrow

Where a Purchase Order fits, and where it does not

The order-of-precedence clause you need in writing

Why putting commercial terms in the SOW burns a services business on project two