Commercial
Contracting: NDA, MSA and statement of work
The contract stack for a data collection programme, what belongs in each layer, and the clauses that matter most when a project goes sideways.
- NDA
- Before spec exchange
- MSA
- Once, per relationship
- SOW
- Per project, carries spec
- Invoicing
- Milestone-based
The short version
- NDA first: specification exchange usually reveals product roadmap, so it is signed before technical discussion
- The master services agreement covers liability, confidentiality, security, IP and termination once, not per project
- The statement of work carries the specification, acceptance criteria, price, schedule and change process
- Change control is explicit: quota or spec changes are re-quoted before work continues
- Milestone invoicing tied to accepted batches, not to elapsed calendar time
Why it matters in practice
Most disputes in data programmes come from an unwritten specification, not from bad faith. If the cohort design, acceptance thresholds and change process are in the statement of work, there is very little left to argue about.
We will work under your paper. If you have a standard MSA and DPA, send them; redlines are usually confined to liability caps and retention windows.
How it is operated
| Document | Covers |
|---|---|
| NDA | Mutual confidentiality before specification exchange |
| MSA | Liability, security, IP, insurance, termination, governing law |
| DPA | Processor obligations, sub-processors, transfer mechanism, retention |
| SOW | Specification, quotas, acceptance criteria, schedule, price, change control |
| Delivery certificate | Confirms transfer of licence and IP for accepted batches |
What you receive
- The relevant policy or template as a document, not a claim on a web page
- Programme-specific artefacts delivered with the corpus manifest
- Named contact for audit questions during and after the programme
- Written confirmation at close-out
If your legal or procurement team has a questionnaire, send it with the specification. It is faster to answer it once, up front, than to unblock a signed programme later.
Frequently asked
Can we use our own contract templates?
Yes, and most enterprise buyers do. We work under your MSA and DPA with limited redlines, typically on liability caps and retention windows.
What are the payment terms?
Milestone-based against accepted batches, usually 30 days net. Larger programmes are staged so neither side carries the full exposure.
What if we need to stop mid-programme?
Termination for convenience is standard, with payment for accepted and in-progress work up to the stop date and delivery of everything already recorded.
Who owns the delivered data?
You do, on acceptance, with a perpetual and transferable licence plus IP transfer stated in the SOW.
Related pages
Send your compliance questionnaire with the spec
We answer procurement, legal and security questionnaires alongside the technical scope, in the same working day where we can.