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We take your engagement details: the services provided, payment structure, IP considerations, and liability preferences. Then we produce a customized Master Service Agreement with a matching Statement of Work template, reviewed against the statutory basis findings before delivery.
A Master Service Agreement is the document that's supposed to carry your payment terms, IP ownership, liability caps, and termination rights across every project you run with a client. We draft yours from your actual engagement details, with a matching Statement of Work template that references it instead of restating it.
An MSA governs the standing relationship with a client or vendor: payment terms, IP ownership, confidentiality, liability, indemnity, termination, and dispute resolution. A Statement of Work sits underneath it and stays narrow, scope, deliverables, timeline, and price for one project, so it can be reused for the next one without renegotiating the commercial terms from scratch.
It's a private contract between two businesses. It isn't filed with any government authority, and it's valid once it has free consent, lawful consideration, competent parties, and a lawful object, the same basic requirements as any Indian contract.
Covering payment terms with an MSMED cross-check note where relevant, IP assignment, confidentiality, limitation of liability, indemnity, termination for convenience and cause, acceptance criteria, governing law, and dispute resolution.
Checked against the Indian Contract Act, Copyright Act, MSMED Act, Indian Stamp Act, and IT Act provisions that actually govern enforceability of these clauses.
A services business that keeps re-drafting payment terms, liability caps, and IP assignment into every new project's SOW usually finds those terms drift, get dropped, or simply don't carry forward to project two. Splitting the standing relationship into an MSA and each project into its own SOW is a structural fix. It runs deeper than paperwork preference.
| Document | Governs | Signed |
|---|---|---|
| MSA | Payment terms, IP, confidentiality, liability, indemnity, termination, dispute resolution | Once |
| SOW | Scope, deliverables, milestones, timeline, price for one project | Per project |
If your counterparty is a registered MSME, Section 15 of the MSMED Act, 2006 caps the real payment deadline at 45 days from acceptance, regardless of what the contract itself says. A negotiated 90-day term isn't void, but it doesn't extend the deadline past 45 days, and Section 16 attaches compound interest from day 46 if payment runs later. We flag this cross-check in the drafted MSA wherever it's relevant, rather than leaving it for you to discover after the fact.
Under Section 17 of the Copyright Act, 1957, the person who wrote the code or built the deliverable owns the copyright in it by default, even though the client paid for it. The narrow commissioned-work exception in Section 17(b) covers photographs, paintings, engravings, and films. Software, written content, and design work sit outside that list. The MSA's assignment clause is what actually transfers ownership. We draft it in present tense, 'hereby assigns,' so it takes effect immediately rather than leaving a gap.
We draft and structure your MSA and SOW against your actual inputs and the statutory basis behind each clause. We don't provide legal advice or represent you in a negotiation with a counterparty's lawyers; where a negotiation gets contentious, that's a conversation for you and your own counsel.
Step 1 of 4
Gather your inputs
Services provided, counterparty role, payment terms, IP preferences, and liability preferences.
Common mistakes founders make
You can combine them for a single, one-off engagement. The split earns its value once you expect a second project, since it stops you re-drafting payment terms, liability caps, and IP assignment from scratch each time.
If the counterparty is a registered MSME, Section 15 of the MSMED Act caps the real deadline at 45 days from acceptance regardless of the contract's stated term, and Section 16 attaches compound interest from day 46. We flag this in the drafted MSA wherever your inputs suggest it applies.
By default, whoever wrote the code or built the deliverable, under Section 17 of the Copyright Act, even though the client paid for it. The MSA's assignment clause is what actually transfers ownership to the client, drafted in present tense so it takes effect immediately.
The draft includes a stamping note and confirms electronic signature validity for this document type. Actually stamping the executed agreement in your state, and arranging signature, stays with you.
Yes. We ask which role you're in during intake, since a buyer-side MSA needs different attention on liability caps and indemnity than a seller-side one.
Free templates & checklists
Ready-to-use starting points — no email required.
Learn the details
Guides that walk through every step.
The Clauses That Actually Decide Outcomes in Your Indian Services MSA
Limitation of liability, indemnity, IP ownership, termination, acceptance criteria, and a buyer's-seat read of vendor paper: the five or six clauses that decide what actually happens when an Indian services contract goes wrong, with the statutory basis behind each.
Stamp Duty and E-Signatures on Your Commercial Agreements: What Founders Get Wrong
An unstamped agreement cannot be used as evidence in an Indian court until the deficient duty and a penalty are paid. Electronic signatures, including Aadhaar eSign, are valid for almost every commercial contract. Here's the mechanism behind both, and what still needs a wet signature.
MSA vs SOW vs Purchase Order: What Belongs Where, and Why Mixing Them Burns a Services Business
An MSA governs the relationship. A SOW governs one project. A Purchase Order governs one transaction. Put commercial terms in the wrong one and they stop carrying forward to your next project.
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