OCR Master Services Agreement Files: MSA, SOWs, Orders

To OCR a master services agreement with its statements of work and order forms, treat them as one family. List every document first, convert the MSA, then each SOW, order form and change order as its own file in date order, with names that tie each one to its parent. Then check the defined terms and references between them.

The reason is that no single member of the family states the whole deal. Where the MSA holds the legal terms and the papers under it hold the prices, dates and deliverables, you need all of them to answer a question.

What documents make up a master services agreement file?

A master services agreement file, as the terms are commonly used, is the MSA plus every document signed under it or changing it: statements of work, order forms, change orders, amendments, exhibits and rate cards. The MSA's own clause on how statements of work are made tells you how the documents in your file relate.

Two features of the family shape the conversion work.

It is a tree. A change order belongs to one SOW, and the SOW belongs to the MSA. A change order filed without its SOW is close to meaningless.

It grows. New SOWs and orders are signed for years after the MSA. The file you are handed is the family as someone gathered it on one day, and it may be missing the newest or the oldest members.

Each SOW or order form may also run on its own clock, with a start date and term that differ from the MSA's. Pulling those dates into a list is covered in the post on extracting contract terms from a scan.

Find any force majeure clause and the entire agreement clause in the master agreement, and note the page of each. A statement of work may delegate performance to a subcontractor. Check that name against the preamble, and confirm each signature date before you finish the inventory. If an order of precedence clause ranks the documents, copy that ranking as it is printed.

Why should an MSA and its statements of work be converted together?

Convert them together because they are read together. A SOW that relies on the MSA for its definitions, payment terms and liability limits cannot be read alone, and an MSA that leaves price and scope to the SOWs cannot either. Converted text for one without the other answers almost no real question about the engagement.

What goes wrong when the family is converted in pieces:

• Defined terms lead nowhere. A SOW says "Fees are payable in accordance with Section 5 of the Agreement". If the MSA is still an image, you cannot search for Section 5 or for "Fees".
• Search results undercount. Searching the converted MSA for "termination" finds the master clause. It misses the SOW that adds its own termination right, because that SOW was never converted.
• Recognition errors go unnoticed. The same party names, defined terms and section numbers recur across every member. When the MSA reads "Deliverables" forty times and one SOW reads "Deliverab1es", the mismatch is easy to spot in a combined search and invisible in a lone file.
• References cannot be tested. Whether "SOW No. 3" really cites the MSA dated 4 March 2021, and not an earlier agreement between the same parties, can only be checked when both are in front of you.
• Totals cannot be built. The spend under an MSA is the sum of its SOWs and orders as changed. That needs every tabular member converted in the same way.

There is a practical reason too. Family members may have been scanned at different times on different machines. Converting them in one sitting, with one tool and one set of export choices, gives you text that is consistent enough to search as a set.

Converting an MSA, its SOWs and order forms in sequence

Work from the top of the tree down and from the oldest document to the newest: inventory, then the MSA, then each SOW with its change orders, then order forms. Converting in that order means every reference you meet points to text you already have.

1. Build the family inventory. One row per document: type, number, date signed, parent, pages, and whether it is signed by both parties. A fictional example, for services supplied by Ostrander Data Services, Inc. to Halvorsen Freight Group LLC:

1. Look for gaps before converting. SOW No. 1 and No. 2 exist, and an invoice mentions No. 3. A change order is numbered 2 and there is no 1. Ask for the missing members now.
2. Split combined scans. If one PDF holds the MSA and three SOWs, separate them at the document boundaries so each member is its own file. Leave exhibits with the document they are attached to.
3. Convert the MSA first. Read the definitions section and the clause on SOWs against the page images, because every later document leans on them. Note the exact title and date of the MSA as written.
4. Convert each SOW in date order, followed at once by its change orders. After each one, check its opening paragraph: does it name the MSA by the same title, date and parties you noted in step 4?
5. Convert order forms and rate cards last, choosing a table export for them. The section on order forms covers this.
6. Convert MSA amendments and note which master clauses each one touches.
7. Run family-wide checks across the converted text: - party names spelled identically in every member; - each defined term a SOW uses is defined in the MSA or in that SOW; - each section number a SOW cites exists in the MSA and deals with the subject cited; - every member's signature pages are present.

If you use Schema Law, each member uploads as a separate PDF, PNG or JPEG of up to 20 MB. On any plan you can choose several files at once, and they all sit in the account that uploaded them, which keeps a large family in one place. The pricing page lists the page limits per plan. Count the family's total pages from the inventory before you start.

Working out how amendments and change orders alter the earlier text, and in what order they apply, is a separate task. The post on building a conformed copy of a contract owns that method.

Order forms and rate cards as tables

Order forms and rate cards are mostly tables, with a few lines of legal text around them. Convert them to a spreadsheet format so quantities, unit prices and periods land in cells, and keep the surrounding sentences, because one of them may tie the form to the MSA.

How software finds a table on a scanned page is explained in the post on scanned PDF to Excel, and the wider subject of contract schedules is in the post on converting a scanned schedule to Excel. The points here are peculiar to order documents.

An order form is half table, half contract. Above or below the grid you will find lines such as "This Order Form is governed by the Master Services Agreement dated 4 March 2021" and "Subscription Term: 36 months from the Order Effective Date". Those lines are not cells. Schema Law's Excel export puts each table on its own sheet and the rest of the text on another, so look at both sheets.

Units and periods carry the meaning. A rate of 185 means nothing without "per hour" or "per day", and a price of 4,200 changes twelvefold depending on "per month" or "per year". These labels often sit in a column heading in small type, or in a footnote under the table. Confirm them on the image.

Rate cards change by year. A card with columns for Year 1, Year 2 and Year 3 is easy to misalign by one column when a heading wraps. Check the first and last role in each column.

Discounts and totals are derived. Recalculate them. If quantity times unit price less discount does not equal the line total, a digit was misread or the form itself is wrong, and the image settles which.

Order forms cite the MSA in a cell. A "Terms" row may say only "See MSA s. 5.3". Record that reference with the row.

When you gather several order forms into one workbook, add columns that a single form does not need:

Where does a scanned MSA say which document controls?

Look for the order of precedence clause. Start in the MSA, in the section about statements of work and in the general provisions near the end. Search the converted text for "conflict", "inconsistency", "precedence", "prevail", "control" and "govern", and read the clause on the page image.

The clause may not be headed "Order of Precedence". Places to look:

• the section that explains how SOWs are made ("Statements of Work", "Ordering", "Services");
• the general or miscellaneous provisions, alongside "Entire Agreement";
• the definitions, inside the definition of "Agreement";
• the SOW or order form itself, which may have its own sentence on the subject.

That last one matters. Search every member, not only the MSA. A fictional file shows why:

MSA, section 2.4: "In the event of a conflict between this Agreement and a Statement of Work, this Agreement shall control unless the Statement of Work expressly states that it is intended to modify a specific section of this Agreement."

SOW No. 2, section 8: "Notwithstanding Section 9.1 of the Agreement, the Supplier's liability under this SOW shall not exceed the Fees paid under this SOW."

A reader who converted only the MSA would report the liability cap in section 9.1 and miss the SOW that set a different one. A reader who converted only the SOW would not know that the MSA requires the SOW to say expressly which section it changes.

Record what you find in a short table for the file:

Words such as "notwithstanding", "unless", "except" and "expressly" decide these clauses, and they are short. A single misread word changes the answer, so read the clause from the image and quote it exactly.

If you find no precedence clause, or two that disagree, record that as the finding. Which document governs then is a question of contract interpretation for the lawyer, under the governing law the MSA names. The conversion work is to put every relevant sentence in front of them with its page number.

Naming MSA, SOW and change order files so the family stays together

Give every member a name that starts with the same family code, then its place in the tree, then its date. Sorted by name, the folder should read like the inventory: the MSA first, each SOW followed by its own change orders, then orders and amendments.

A pattern that works without special software:

OSTR-HALV_00_MSA_2021-03-04.pdf
OSTR-HALV_00_MSA-A1_2023-02-15.pdf
OSTR-HALV_01_SOW-01_2021-03-04.pdf
OSTR-HALV_01_SOW-01-CO1_2021-08-19.pdf
OSTR-HALV_02_SOW-02_2022-01-10_customer-signed-only.pdf
OSTR-HALV_90_OF-Q1182_2022-07-01.pdf

The parts, in order:

1. Family code. A short code for the supplier and customer pair. Where the same parties have two MSAs, add the year: OSTR-HALV-2021.
2. Branch number. 00 for the master and its amendments, 01 upward for each SOW, a high number for order forms that hang directly from the MSA.
3. Document type and number. SOW-01, SOW-01-CO1, MSA-A1. Zero-pad so that SOW 10 sorts after SOW 9.
4. Date signed, year first.
5. A status note only when needed, such as customer-signed-only or draft.

Rules that keep the scheme working:

• Name the scan before you upload it. Exports inherit the name, so the Word file, the workbook and the searchable PDF for SOW No. 1 all sort together.
• Add a suffix for each derivative, not a new name: _searchable.pdf, _text.docx, _tables.xlsx.
• Never rename the scan as received. Copy it, name the copy, and note the original file name in the inventory.
• Keep the inventory in the same folder as OSTR-HALV_family-inventory.xlsx, and update it whenever a new SOW or change order is signed.
• Use the document's own number. If the parties called it "Work Order 7", do not relabel it as SOW 7. Search has to match what the papers say.

When a new member arrives a year later, the code and branch number tell you where it goes, and the inventory tells you whether you already hold the documents it refers to.