Master service agreement (MSA)
The one-time contract covering how you work together (payment, IP, liability) so each new project only needs a short scope doc attached.
See it
What it is
An MSA holds every term that does not change from project to project: payment terms, who owns the IP and when, confidentiality, liability caps, insurance, subcontracting rights, termination, dispute venue. Sign it once. After that, each new project is a two-page SOW that attaches to it and only argues about deliverables, dates, and price.
It pays for itself on the second project, which is why enterprise procurement teams often want an approved governing agreement and a finished vendor setup before they will issue a purchase order. Not every PO needs an MSA specifically: some run under a standalone agreement, the buyer's standard supplier terms, or whatever procurement arrangement that company already uses. For a one-off engagement with a small client, a single service agreement covering both terms and scope is usually less friction.
Gotcha: the client's standard MSA was drafted by their lawyers for their benefit, and you are agreeing to it for years, not for this project. Read the IP assignment (does it grab work you made before them?), the liability cap (uncapped indemnity on a 12k project is a bad trade), and the order-of-precedence clause, which decides whether your SOW can override the MSA when the two disagree. It usually says the MSA wins.
Ask AI for it
Draft a master service agreement between an independent studio and a client for ongoing design and development work, written so individual projects attach as numbered SOW exhibits. Cover: definitions, the SOW attachment mechanism, order of precedence, fees and Net 30 payment terms with a late-fee clause, IP assignment on final payment with a carve-out for my pre-existing tools and components, portfolio display rights, confidentiality, a liability cap at fees paid in the prior 12 months, subcontracting, non-solicitation, termination for convenience with notice, and governing law. Plain English, flag every blank I need to fill in, and mark which clauses a client will push back on.