MSA
Master services agreement
Signed once with a client you hope to keep for years. Ownership, exclusivity and notice were all decided in a document nobody on the account team has read since.
№ 01The paper
Retainers, statements of work, and the proposal that outranks both.
Three documents describe the same engagement and two of them were written to win it. Until the hierarchy between them is settled, an argument about the third round of amends is an argument about which file to open.
SOW
Statement of work
Deliverables, rounds of revision, assumptions and rates. The one document that decides whether the third round of amends is included or billable.
RETAINER
Retainer schedule
A monthly fee against an agreed shape of work. Rarely says what happens to unused hours, and rarely carries an uplift, so the price sits still while your costs do not.
CHANGE
Change requests and subcontractor terms
The freelancers, editors and specialists you bring in. Their paper has to assign onward what your client agreement promised, or you are assigning something you do not own.
№ 02Hard clauses
Where scope stops being yours to define.
Each position below is one of the headings Karyalo grades a contract under, so the review comes back in the language an account team and a finance lead can both act on.
01Intellectual property and ownership of deliverables
Assign the work without assigning the way you work
A client is entitled to what they paid for. They are not entitled to the frameworks, templates, research methods and internal tooling you use on every account. Assign the deliverable, carve out background material, keep a licence to reuse generic components, and settle up front whether you may show the work at all.
02Order of precedence
The proposal, the statement of work and the framework
Say plainly which document governs on a conflict, and check that nothing sold in the pitch deck became a contractual promise on the way through. A slide written by a new business team is a poor place for a delivery commitment to live.
03Termination rights
Termination for convenience against a twelve-month retainer
Thirty days notice at will turns an annual retainer into a rolling monthly one, and any headcount you hired against it is now unfunded. If convenience termination stays in, price the notice period, protect work in progress, and make committed third-party costs recoverable.
04Non-compete, non-solicit and exclusivity
Category exclusivity, and your team
An exclusivity stopping you pitching anyone in the client's sector is a limit on your pipeline and should be paid for accordingly. On the other side, a non-solicit wide enough to cover any employee the client has met means a single hire ends the relationship in a dispute.
05Price increases
A rate card that never moves
Multi-year retainers signed with no uplift mechanism get less profitable every year without anybody deciding they should. Put the review date and the basis for the increase into the contract instead of into an awkward conversation.
06Payment terms and late payment
Sign-off used as a payment condition
Payment on approval of a deliverable, by a marketing lead with four other priorities, is not a payment term. Attach the trigger to submission plus a deemed-approval period, and keep the right to pause work when invoices go unpaid.
№ 03In Karyalo
How an agency runs this in Karyalo.
The people who know what was promised are not the people who own the contract. The product is built so both can work on the same document without one of them quietly editing it.
01
A statement of work assembled from clauses you trust
Scope, assumptions, revision rounds, change control and the ownership carve-out sit in the clause library as approved wording. A drafting workflow turns them into a full statement of work, and past signed engagements can be attached so the draft carries your real defined terms.
02
Client paper reviewed against the right standard
Your positions differ depending on whether you are supplying the work or buying in freelance help. Playbooks are set per agreement type and per side, so the review applies the standard that fits rather than a general one.
03
The account lead comments, the document stays intact
Whoever knows what was promised in the pitch leaves threaded comments anchored to the passage in question. They cannot alter the text, and comments are left out of the exported Word file unless you choose to include them.
04
Change requests signed like contracts
Send a change request on a link, let Karyalo chase it when it goes quiet, and take a signature with the same audit trail as the main agreement. A scope change nobody signed is the most expensive document an agency owns.
№ 04Who handles it
Three desks, and one contract between them.
Agency contracts are handled by three people who each see a different third of the problem.
Desk 01
The account director
Sold the work and knows what was promised. Comments on the draft without being able to change it, which is the right amount of access.
Desk 02
The operations or finance lead
Carries contract review for the whole agency with no legal team. A written playbook is the only thing that scales past a dozen deals a month.
Desk 03
The founder or partner
Signs everything. Reads a graded finding list rather than the full agreement, and can see the position behind every flag the review raised.
Before the demo
Run one through the free review first.
Paste a client framework agreement or a retainer. It comes back graded against 17 positions, from limitation of liability to the time bar on bringing claims, each with the wording it found and a suggested redline. Three reviews a day, no account and no email address.
Open the free contract reviewNo 06Other industries
No 07Try it without an account
Free NDA generator
Draft a non-disclosure agreement for India, the US, the UK or the EU, with optional clauses for this industry.
Free contract reviewer
Paste the paper a client sent you and get it graded clause by clause.
Bring the retainer you have been meaning to renegotiate.
Thirty minutes. We write your scope and ownership positions into a playbook, run them against the live agreement, and send a change request for signature while you watch.