Master Services Agreement (MSA)
The umbrella contract for an ongoing vendor relationship.
A foundational contract that sets the general terms (liability, payment, confidentiality, termination) governing an ongoing business relationship, usually paired with separate statements of work for each specific project. It lets two parties negotiate the framework once and add new work under it without renegotiating from scratch each time.
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- Surprise bills
- $0Surprise bills
What a Master Services Agreement should include
Scope framework — what the relationship covers in general, with the detail of each project pushed down into a statement of work.
Payment terms — invoicing triggers, timing, late payment, and who absorbs taxes.
Limitation of liability — the size of the cap, what it excludes, and whether it applies to both sides.
Indemnities — who covers whose third-party claims, and whether the indemnity sits outside the cap.
IP ownership — who owns what gets created, and what licence the other side keeps afterwards.
Term and termination — notice, renewal, and which obligations survive the end of the relationship.
When you need one
When the same customer or vendor will send repeat work, when a buyer's procurement team asks for framework paper before a first project, or when you are re-papering a relationship that has been running on purchase orders and email. If the work is genuinely one-off, a standalone services agreement or a statement of work may be all you need.
How Ruby drafts it
Tell us what you need
Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.
Ruby drafts it
Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.
A licensed lawyer reviews every line
A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.
Signed, stored, and yours to revisit
You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.
The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.
Or did you mean one of these?
These get confused with a Master Services Agreement often enough to be worth ruling out before you buy the wrong document.
Questions people ask
Usually yes, and that is the point of the structure. The MSA carries the legal terms once; each SOW carries only the scope, timeline and price for that piece of work. It means a new project needs a short document rather than a renegotiation.
No. An MSA is an agreement between two parties. What you can reuse is your own template, so each new customer starts from paper you have already had drafted rather than from theirs.
Whichever the documents say wins. Most MSAs include an order-of-precedence clause putting the MSA on top, with the SOW governing scope only. It is worth checking, because the alternative lets a project document quietly rewrite your liability terms.
Looking for the plain definition rather than the document? See Master Services Agreement (MSA) in the Ruby legal glossary.
This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.
Need a Master Services Agreement?
Ruby drafts it for a flat $799 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.