How to review a master services agreement (MSA) in Word

A master services agreement sets the rules for every order form and statement of work that follows. A weak clause in the MSA repeats itself in every deal. This guide covers a practical MSA review in Word, with a focus on SaaS and services agreements, and shows how LexDraft fits into it.

Before you start: map the documents

An MSA rarely stands alone. Before reading clause by clause, list every document in the deal: the MSA, order forms, statements of work, a service level agreement, a data processing agreement and any policies incorporated by link. Then find the order of precedence clause. It decides which document wins when they conflict, and many review problems trace back to it.

Step by step: review an MSA in Word with LexDraft

1. Open the document in Word. LexDraft is a Word add-in from Microsoft AppSource. It opens as a side panel in Word 365 (Windows and Mac), Word 2021 and Word on the web, so there is nothing to upload and no other app to learn.
2. Set the job. For a SaaS agreement, run the review with the SaaS MSA playbook. For other services contracts, the Services playbook fits better. Playbook rules are specific, for example: "Is the limitation of liability capped at 12 months of fees?" LexDraft also flags standard terms that are missing, such as an indemnity.
3. Read the findings by severity. Each finding is graded Critical, High, Medium or Low. Start with Critical and High, then decide how much time the rest deserve.
4. Run the quick checks. The defined-term and cross-reference checks are rule-based and run without AI. They catch terms that are used but never defined, terms defined but never used, and references such as "Section 5.3" or "Exhibit B" that point nowhere. Each finding has a jump link to the exact spot.
5. Accept or reject each redline. Proposed changes are word-level edits, so only the words that need to change are touched. When you accept one, it lands as a native Word tracked change, ready for the other side.
6. Ask about anything unclear. Use the LexDraft chat in the Word sidebar to get a plain-English explanation of a clause, then ask follow-up questions in the same chat.
7. Do your own final read. AI review can miss issues or be wrong. Qualified counsel must check every output before it goes out.

The cross-reference check matters more in an MSA than in most contracts. Long agreements with schedules and exhibits are where "see Section 9.2" ends up pointing at the wrong clause after a few rounds of edits.

What to check in an MSA

• Scope and service description. Is it clear what is being delivered, and where the detail lives (MSA, order form or SOW)?
• Service levels. Check the uptime or response commitments, how they are measured, and whether service credits are the only remedy.
• Fees and price changes. Look for price increase rights on renewal, payment terms, late fees and the right to suspend for non-payment.
• Term, renewal and termination. Auto-renewal with a long notice window is easy to miss. Check termination for convenience and for breach, and cure periods.
• Intellectual property. Who owns deliverables, what licence the customer gets, and what happens to customer-provided materials.
• Customer data. Confirm how data is used, secured, returned and deleted. If personal data is involved, the MSA should point to a DPA. See how to review a DPA.
• Warranties and disclaimers. A performance warranty with a broad disclaimer underneath may give very little.
• Indemnities. IP infringement indemnity from the provider is common in SaaS. Check scope, exclusions and the defense process.
• Limitation of liability. Check the cap amount, what it is measured against, and the carve-outs, such as confidentiality breaches, indemnities and data breaches.
• Assignment and change of control. Can either side assign the agreement in a sale of the business?
• Governing law and disputes. Confirm the state, the forum and any arbitration terms.

Common MSA review mistakes

• Reviewing the MSA but not the order form, where the real price and term often sit.
• Accepting a liability cap without checking which claims are carved out.
• Letting defined terms drift between the MSA and its schedules. The defined-term check flags terms used without a definition.
• Missing policies incorporated by link that the provider can change on its own.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. Spotted something out of date? Email support@lexdraft.ai and we will fix it.