When businesses engage third parties to supply services (and occasionally goods), one of the first legal decisions is structural: should the arrangement be governed by a single framework agreement with individual statements of work, or should each piece of work be contracted for separately?
Here we explore both options under English law, explaining their key differences, legal implications, and commercial pros and cons, so you can decide which approach best fits your business model.
What is a Framework Agreement?
A framework agreement (sometimes called a master services agreement or MSA) is an umbrella contract that sets out the core legal and commercial terms that will apply to all work done between the parties. These typically include:
- payment terms
- liability caps
- intellectual property ownership
- confidentiality
- dispute resolution
- term and termination rights
The actual services (and any ancillary goods) to be provided are then scoped and agreed from time to time in statements of work (SOWs) or call-off contracts. These are usually shorter documents that describe:
- the specific deliverables
- timelines
- price or charging model
- any project-specific assumptions or obligations
Each SOW forms a binding contract under the framework agreement.
What is a Separate Contract Approach?
The alternative is to have a separate contract for each piece of work. This might involve:
- a new, full-form agreement for each engagement; or
- a shorter document (such as a proposal or purchase order) incorporating standard terms and conditions
While these contracts can include similar legal protections to a framework agreement, each one stands alone and needs to be negotiated (or at least reviewed) on its own terms.
Key differences
| Feature | Framework Agreement + SOWs | Separate Agreements |
|---|---|---|
structure | single overarching agreement + individual project SOWs | entire agreement (or set of Ts&Cs) for each job |
| legal efficiency | one-time negotiation of terms | repeat negotiation or review of terms |
| contract management | centralised and scalable | dispersed, harder to manage |
| project flexibility | high (new SOWs can be added easily) | lower (each engagement requires full setup) |
| consistency | terms remain stable | potential for variation in terms |
| legal certainty | generally high, assuming clarity in SOWs | can vary depending on drafting quality |
Pros and Cons of Framework Agreements
Pros
- flexibility for ad hoc arrangements
- this approach suits relationships where there’s no expectation of repeat business, or where engagements vary significantly in scope and value.
- tailored for each project
- each agreement can reflect the specific risks, terms and commercial drivers of the individual project.
- simpler for one-off tasks
- there’s no need to set up an overarching agreement if you’re unlikely to need it again.
Cons
- higher admin burden
- negotiating and executing new contracts for each project can be time-consuming and inefficient.
- inconsistent terms
- without a centralised framework, key protections can be missed or varied unintentionally across different agreements.
- legal risk from rushed contracting
- when teams are under pressure to get started, they may cut corners—relying on email chains or outdated templates that don’t fully protect either side.
When to use a Framework Agreement
A framework agreement is likely to be the better option if:
- you’re entering into a long-term or repeat supplier relationship
- you expect to commission several projects over time
- you want to maintain control over key legal terms
- you wish to standardise pricing, delivery and approval processes across projects
Frameworks are particularly useful in regulated sectors or where data protection, IP, or subcontracting terms need to remain consistent throughout.
When to use separate agreements
Separate agreements work well when:
- the work is one-off or highly bespoke
- each project involves different stakeholders, risks or funding structures
- there is no ongoing relationship between the parties
- you need maximum contractual flexibility
They are also helpful where different entities within a group are commissioning work, each with its own needs or policies.
A hybrid option: standard Ts&Cs with a proposal or purchase order
Some businesses prefer a middle ground: using standard terms and conditions (Ts&Cs) that apply whenever they issue a purchase order or accept a proposal. This avoids full negotiation each time, but still gives legal clarity.
Under English law, this structure needs careful handling to avoid “battle of the forms” issues, especially if both parties try to impose their own terms. Making clear which terms apply (ideally with a signed agreement or order form) is essential to create a binding contract.
Final thoughts
Choosing between a framework agreement with statements of work or separate contracts depends on your commercial strategy, frequency of engagement, and appetite for legal admin.
Under English law, both structures are legally sound. But a framework agreement tends to offer:
- greater long-term efficiency
- more consistent risk management
- better scalability as your business grows
Separate contracts, on the other hand, may be better for one-off projects, highly tailored arrangements, or where a framework would be disproportionate to the value of the work.
Whichever route you take, having clear, professionally drafted documents is key to protecting your business and avoiding disputes.
