UK MSA Comparison FAQ

Short Form MSA vs Long Form MSA

This note summarises how the short form Master Services Agreement (“Short Form”) differs from the long form Master Services Agreement (“Long Form”), so you can quickly work out which template fits a given deal.

Are these two different contracts, or the same contract in two lengths?

Essentially the same contract. Both documents use identical clause numbering, definitions and clause order for the core Master Services Agreement (interpretation, provision of services, responsibilities of each party, price and payment, warranties and service levels, data protection, intellectual property, licence of software, third party services, liability, change orders, confidentiality, term and termination, and the boilerplate/general clauses). The Long Form simply drafts each of those clauses more expansively; the Short Form drafts the same obligations more concisely.

How much shorter is the Short Form in practice?

The Short Form runs to 59 pages (c. 23,700 words), compared with 94 pages (c. 41,200 words) for the Long Form – roughly 60% of the length. Most of that difference comes from more expansive definitions and explanatory wording in the Long Form, not from missing obligations.

Do the two versions cover the same range of services?

No – this is the main practical difference. Both start from the same base (Managed Services, Professional Services and the Data Processing Particulars). The Long Form is a “master” template that always includes every optional service schedule the business offers. The Short Form is a leaner template: several schedules are built in on a conditional, deal-by-deal basis (switched on only where that type of service is being sold), and two schedules are omitted from the Short Form altogether.

Comparison table

Schedule	Short Form MSA	Long Form MSA
Managed Services Schedule	Yes	Yes
Professional Services Schedule	Yes	Yes
Particulars of the Data Processing	Yes	Yes
Supply of Goods Schedule	Conditional	Yes
NCE Subscription Terms Schedule (Microsoft)	Conditional	Yes
Telephony and Internet Services Schedule	Conditional	Yes
Cyber Security Terms Schedule	Conditional	Yes
Artificial Intelligence Services Terms Schedule	Conditional	Yes
Device as a Service Terms Schedule	Not available	Yes
Managed Print Schedule	Not available	Yes

“Conditional” means the schedule is drafted into the Short Form template but only takes effect where the matching deal flag is switched on when the agreement is generated (for example, only if Goods, Microsoft NCE, telephony, cyber security or AI services are actually being supplied).

What does that mean for deals involving device rental or managed print?

The Short Form cannot be used as-is for a Device as a Service (device rental/leasing) or Managed Print arrangement, because those two schedules do not exist in it at all. Use the Long Form (or have a bespoke schedule drafted and added) for any deal that includes those services.

Are the liability caps, payment terms and governing law different between the two?

No. Both versions use the same mechanics and the same placeholder fields – for example, the overall liability cap is a percentage of fees paid in the preceding 12 months, and the data protection liability sub-cap and insurance minimums are inserted the same way in both documents. Payment terms, invoicing, fee indexation (CPI-linked increases), the dispute resolution procedure and the governing law and jurisdiction clause (England and Wales) are also drafted on the same basis in both.

Does the Short Form give up any legal protection to save space?

Not materially. Where the two documents share a schedule (Managed Services and Professional Services in particular), the substantive obligations, warranties, indemnities, IP ownership/licensing position, data protection processor obligations, and termination triggers are the same – the Long Form is simply more verbose and includes more illustrative wording and carve-outs. The main real-world difference in coverage is the missing Device as a Service and Managed Print schedules noted above.

Which one should I use?

Short Form: the default choice for a standard Managed Services and/or Professional Services engagement, including where Goods, Microsoft NCE/CSP subscriptions, telephony, cyber security or AI services are also in scope.

Long Form: use where the deal includes Device as a Service or Managed Print, where a client specifically requires the fuller/more formal drafting, or as the master reference copy when building a new bespoke schedule.

This FAQ is a summary for quick orientation only and is not a substitute for a full clause-by-clause legal review of either template.