eSign Your Master Service Agreement with Aadhaar
Set up the umbrella B2B relationship once, then add SOWs as needed. Legally valid under the Indian Contract Act 1872. Rs. 15 per signature.
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What is a Master Service Agreement?
A Master Service Agreement (MSA) is an umbrella contract between two businesses that sets out the overall terms of their ongoing commercial relationship, without committing to specific projects or purchase orders. The MSA handles the terms that rarely change between engagements: confidentiality, intellectual property ownership, payment terms, limitation of liability, indemnification, governing law, and dispute resolution. Specific projects are then added as Statements of Work (SOWs), which reference the MSA and only need to cover project-specific details like scope, deliverables, timeline, and fees.
This two-tier structure is the standard approach in Indian B2B services, particularly for IT services, consulting, staff augmentation, creative agencies, and marketing services. Enterprise buyers prefer MSAs because they only need to negotiate the heavy legal terms once with each vendor, after which new projects can start immediately with just a short SOW. Vendors prefer MSAs because the relationship is pre-qualified and procurement does not need to revisit the legal boilerplate every time.
Indian MSAs are governed by the Indian Contract Act, 1872 and are fully enforceable. Courts treat the MSA as the foundational contract and each SOW as a separate contract incorporating the MSA terms by reference. If there is a conflict between the MSA and an SOW, most MSAs state that the SOW prevails for the specific project, but that the MSA prevails for general legal terms. MSAs typically have a term of one to three years with automatic renewal, and usually allow either party to terminate with 30 to 90 days' written notice, without affecting ongoing SOWs which continue until completion.
Aadhaar eSign is particularly well-suited to MSAs because the same two parties will typically sign the MSA once and then multiple SOWs during the life of the agreement. Once the MSA is uploaded and signed on SignSetu, each subsequent SOW can be signed in under two minutes, which is a significant time saving compared to traditional print-and-courier processes. For vendors with 20 to 50 active enterprise clients, this time saving quickly compounds into hundreds of person-hours per year.
Who needs a master service agreement?
IT services and consulting firms
Set up the legal relationship with enterprise clients once, then execute SOWs quickly for individual projects.
Creative and digital agencies
Lock in the long-term relationship with retainer clients and handle campaign SOWs through fast eSign cycles.
Enterprise buyers of services
Standardize vendor legal terms across dozens of suppliers by using a single MSA template negotiated with each vendor.
Staff augmentation and managed services providers
Execute an MSA with the customer once, then add SOWs as new resources or engagements are needed.
Legal framework
Legally valid under Indian law
Master Service Agreements are fully eligible for Aadhaar eSign under Section 3A of the IT Act, 2000. They are ordinary commercial contracts under the Indian Contract Act, 1872, enforceable in civil court or through arbitration. The legal framework for MSAs is the same as for any other B2B services contract: offer, acceptance, consideration, competent parties, free consent, and lawful object are the essential elements under Section 10 of the Indian Contract Act. Indian courts treat the MSA and each SOW as a single contractual framework. If there is a conflict between the MSA and an SOW on a specific term, courts look at the order of precedence clause in the MSA (which usually states that the SOW prevails for project-specific terms and the MSA prevails for general legal terms). Stamp duty on MSAs varies by state and is typically Rs. 100 to Rs. 500 at the agreement rate. Some states (Maharashtra, Karnataka) charge higher stamp duty on agreements that have a fixed monetary value, but since MSAs are usually open-ended (no fixed value), they often attract only the minimum stamp duty. Many businesses execute MSAs on plain paper via Aadhaar eSign and rely on Section 85B of the Indian Evidence Act, which creates a statutory presumption that a secure electronic record is unaltered. For MSAs with foreign parties, a hybrid signing approach (Aadhaar eSign for the Indian party, DocuSign for the foreign party) is legally valid. The MSA does not require notarization or registration unless it transfers an interest in immovable property, which would be unusual for a services agreement.
Primary reference: Indian Contract Act 1872 + Section 3A, IT Act 2000
Important note
For MSAs with significant annual value, consider adding Rs. 500 stamp paper for additional evidentiary weight. Always include an order of precedence clause to handle conflicts between the MSA and individual SOWs.
Essential clauses
- Parties to the agreement with authorized signatories
- Purpose and structure of the MSA plus SOW framework
- Order of precedence between the MSA and individual SOWs
- Payment terms, invoicing cycle, and late payment interest
- Intellectual property ownership and assignment of work product
- Confidentiality obligations (often a full NDA built into the MSA)
- Indemnification for IP infringement and third party claims
- Limitation of liability and exclusion of consequential damages
- Term and termination, including termination for convenience and for cause
- Governing law, jurisdiction, and dispute resolution (arbitration is common)
- Compliance with applicable laws including data protection and anti-bribery
Ready to eSign your master service agreement?
Drop your PDF and get it signed with Aadhaar in 2 minutes. Provider + customer = Rs. 30.
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How to eSign online
- 1
Upload the MSA PDF
Draft the MSA with all essential clauses and the SOW framework. Save as PDF and upload to SignSetu.
- 2
Add both parties as signers
Enter the name and email of authorized signatories for the provider and the customer. Each receives a secure signing link.
- 3
Both parties sign with Aadhaar OTP
Each authorized signatory signs independently via Aadhaar OTP. Once both have signed, the MSA is delivered to both inboxes and can be referenced in all future SOWs.