MSA, SOW, and SaaS contracts across borders

MSA is the umbrella, SOW is the change-order surface, and a SaaS order form is often the only paper a startup negotiates.

Price the paper that lets you sell services or software into the destination.

Startups often negotiate only the order form. Mid-market defaults to MSA plus SOW as a program.

Master Services Agreement

A master services agreement is the umbrella for SOWs. Typical for BPO in the Philippines, implementation, and regional shared services. Mid-market default.

Services Agreement

Standalone services, not an MSA. First Thailand market-support or Singapore implementation often starts here.

Statement of Work

Attaches to an MSA. The change-order surface. The pack asks for the existing MSA and acceptance criteria you already use.

Order Form

Commercial face of SaaS or services. Often the only paper a startup actually negotiates.

Sales Agreement

Goods sale, not a distribution appointment. Used when the origin company sells a batch into Thailand or the US.

SaaS Subscription Agreement

Singapore and US buyers expect English SaaS paper. Hosting region and data-residency claims the client already makes go in the pack.

Software Licence Agreement

On-prem or hybrid licence, not SaaS. Licence metric and whether source is delivered belong in the pack.

End User Licence Agreement

Click-wrap to the destination user. Rarely negotiated; still belongs in a pack when a product is localized.

Service Level Agreement

Uptime, response, credits. Attaches to MSA or SaaS. Numbers the client already sells are facts, not advice.

API Agreement

Developer access, rate limits, data use. Often skipped until a partner starts writing against the API.

Platform Terms of Service

Marketplace or portal terms for destination users. The pack asks which affiliate is the contracting entity.

Questions

MSA versus a services agreement?

An MSA is an umbrella for SOWs. A services agreement stands alone. First Thailand market-support often starts with the standalone form.

Is an order form enough for a first SaaS sale?

Startups often negotiate only the order form. The pack still asks whether a subscription agreement, EULA, or DPA pointer is a gap.

Who prices SOW changes?

The SOW is the change-order surface. New scope, new price, your yes.

MSA, SOW, and SaaS Contracts Across Borders | Orbid