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Master Services Agreement and First SOW
Share your proposal and get Common Paper's services agreement filled in, with a first statement of work that names every deliverable and how it is accepted.
River turns your proposal into a services agreement built on Common Paper's professional services agreement, a free standard form with a key terms cover page and a first statement of work. It fills both from your description: the parties, services, deliverables, fees, invoicing, term and the legal choices on the cover page. The standard terms stay word for word, so the other side's lawyer reads only what you changed. Later projects get a new statement of work under the same agreement.
The statement of work is where most service relationships succeed or fail, so River spends its effort there. Services are described as outcomes the client can check, deliverables are named one by one, and acceptance gets a rejection window and a resubmission window. It also reads the cover page as a whole, because on this form a choice left blank is not neutral. Leave the general cap empty and, by the form's own definition, the agreement has no limitation of liability at all.
This is for agencies, consultancies, studios and freelancers selling project work, and for companies buying it that want balanced paper. Use it when a proposal has been accepted and the client asks for a contract, or before their procurement team sends its own. If you are hiring one freelancer yourself, the independent contractor agreement fits better. When the client sends back a markup, the redline comparison and response log keeps track of each round.
Three decisions every services agreement has to make
First, what counts as done. A deliverable described as a redesigned portal invites a dispute, while wireframes for twelve named screens, approved in writing, does not. Common Paper's form lets the statement of work set a rejection period after each submission and a resubmission period after each rejection, and the statement of work controls if it conflicts with the agreement. Write it so a stranger could tell whether the work was delivered, because one day a stranger may have to decide exactly that.
Second, who owns the work, and from when. Copyright starts with whoever creates the work, and a transfer of ownership is not valid without a written document signed by the owner. The form lets the client own deliverables as they are created or only once the related fees are paid, and providers usually prefer the second. Agencies should also make sure their own pre-existing tools, templates and code stay theirs, with the client licensed to use whatever is built into the deliverables.
Third, how much either side can lose. Common Paper's cover page sets a general cap, usually a multiple of the fees paid in the twelve months before a claim, and can set a higher cap for named claims such as confidentiality breaches. Leaving the general cap blank removes it entirely. River proposes a cap that fits the fee and the risk, explains it in a line, and leaves the final number for you to decide, since it is often the first clause the other side marks up.
How it works
Share the proposal
Paste or attach the proposal, or describe the work, the client and the price in a few lines.
River fills the form
The cover page and first statement of work are completed from your facts and stated choices.
Review the choices
A short note explains each legal choice and lists anything still marked for you to confirm.
Keep negotiating
Ask for a second statement of work, a different cap, or a reply to their markup.
What you get
- Common Paper's professional services agreement, with the key terms cover page filled in for your deal
- A first statement of work that names each deliverable and exactly how it gets accepted
- Fees, milestones, invoicing and payment timing taken from your proposal rather than a template
- Ownership timing chosen deliberately, with your pre-existing tools and know-how kept as yours
- A liability cap proposed and explained, because a blank cap on this form means no cap
- Your side's interests protected, whether you are the firm doing the work or the client paying
Common questions
What is the difference between an MSA and a statement of work?
The master services agreement holds the legal terms that apply to every project: ownership, confidentiality, liability, termination and disputes. Each statement of work describes one project: the services, deliverables, schedule and fees. Signing the agreement once means later projects only need a new statement of work, which is faster for both sides.
The client wants to use their own contract. Should I agree?
Often you will have to, and that is fine if you read it for the same three decisions: what counts as done, who owns the work and when, and the liability cap. Offering a published standard form first can save a negotiation, because the client's lawyer can see that nothing unusual is hidden in it. River can also mark up their paper.
Who should own the work?
Usually the client owns the deliverables it pays for, and the provider keeps its pre-existing tools, methods and reusable code, licensing them where they are built in. The question worth negotiating is timing. Ownership on payment protects a provider from handing over work that is never paid for. Ownership on creation suits a client funding ongoing development.
What liability cap should I offer?
A common starting point is the fees paid in the twelve months before a claim, sometimes with a higher cap for confidentiality or data breaches. The right number depends on the fee, the risk the work creates and your insurance. River proposes one, explains why, and never leaves the cap blank by accident, since on this form a blank cap means none.
Does it work for retainers and ongoing monthly work?
Yes. The statement of work can describe recurring services, such as a set number of hours or a defined monthly scope, with a monthly fee, an invoice date and a term that renews or ends. River writes what happens to unused hours and how either side can end the arrangement, which is where retainers usually get contentious.
Is this legal advice?
No. River drafts from a published standard form and your facts, explains its choices and marks anything unknown, but it does not give legal advice or promise how a court would read the contract. For large fees, regulated work such as healthcare or finance, or work involving personal data, have a lawyer review the draft before signing.
Sources
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
Master Services Agreement and First SOW
Describe what you need, add any files you have, and your workspace opens with the work already underway.