MSP and IT-Services Contract Review: Your MSA and SOW

These are the clauses I read first in a Managed Service Provider MSA and SOW. The front of each card names the clause; the back tells you why it matters to an MSP and what I check during the review. None of this is legal advice; it is the map I work from.

If you built your MSP from the ground up, you probably also built your contract: borrowed a template, bolted on the clauses a client once asked for, and shipped it. That is normal, and it usually works, right up until it does not. The problem is structural, not a knock on your drafting.

You wrote toward intent, not toward dispute

When you draft your own paper, you write toward what you meant. A reviewer reads toward how a hostile party, or a judge, will read the same words when there is money on the table. Those are different jobs. The gaps in a self-drafted contract are almost always the ones the author could not see, because they already knew what they intended the clause to do.

The MSA and the SOW fail as a pair

An MSP contract is really one instrument in two files. The MSA is the framework: liability, indemnity, IP, data responsibility, term, and termination. The SOW is the operational reality: what you actually do, the service levels, the deliverables, the price, and the acceptance criteria. A clean MSA cannot save a dangerous SOW, and a careful SOW cannot survive a one-sided MSA. That is why I review them together as the standard package, not the MSA alone.

• An attorney redline of the MSA and the SOW. Tracked-changes markup on both documents, focused on the provisions that actually move your risk, not cosmetic edits.
• Written comments on the key risks with suggested revisions. A short memo that explains each material issue, why it matters to you as the MSP, and the language I suggest instead, so you understand the change rather than just accepting it.
• Up to three rounds of email revisions. After the first redline you can come back with questions, client pushback, or new versions, and I work through them with you for up to three rounds.

A flat $575 covers an attorney review of your Master Service Agreement and your Statement of Work together: a redline of both, written comments on the key risks with suggested revisions, and up to three rounds of email revisions. Unusually long or heavily negotiated work runs at $240 per hour, and I tell you before any hourly time starts.

Because they fail as a pair. The MSA sets the legal framework and the SOW sets the operational reality, and the danger usually lives in the gap between them: a tight liability cap in the MSA that an open-ended SLA in the SOW undermines, or clean IP language in the MSA that a broad assignment in the SOW contradicts. I read them against each other so that gap does not become your exposure.

That is exactly when a second set of eyes matters most. When you draft your own template, the gaps are the ones you cannot see, because you wrote toward what you intended, not toward how a hostile reader or a future dispute will read it. The review hardens the language you already have rather than rewriting your business model.

An attorney redline of the MSA and the SOW, written comments on the key risks with suggested revisions, and up to three rounds of email revisions. The flat fee assumes a normal-length MSA and SOW; unusually long or heavily negotiated work is billed at $240 per hour, disclosed before it starts.

The recurring pressure points are the limitation of liability and whether data-breach, IP-infringement, and indemnity obligations are carved out of the cap; whether SLA credits are the client's sole and exclusive remedy; who bears data-security and breach responsibility and whether cyber and E&O insurance is required; IP ownership of deliverables and configurations versus your reusable tools and know-how; the scope and mutuality of indemnification; auto-renewal and price escalation; and termination, transition-assistance, and data-return obligations. The SOW adds acceptance criteria and change-order control. The issue-spot map above walks through each one.

A first redline is usually ready 3 to 5 business days after I receive the MSA, the SOW, and payment. Rush 24 to 48 hour turnaround may be available for an added fee. Tell me if you have a client waiting on signature.

I am licensed in California (CA Bar No. 279869), and this is general contract-law work: liability allocation, IP ownership, indemnity, service levels, and scope control are not California-specific concepts. If your MSA names another state's governing law, or a question turns on a specific state's statute, I tell you when something needs local counsel in that state rather than guessing.