Order of Precedence
Also called: Precedence Clause · Conflict Clause · MSA vs SOW Precedence
An order of precedence clause states which document controls when two related contract documents conflict — most commonly a Master Service Agreement and a Statement of Work beneath it. Without it, a genuine conflict between the two has no agreed resolution.
In more detail
In an MSA/SOW structure, the MSA sets the framework terms for the whole relationship and each SOW defines a specific project. Conflicts arise easily: a SOW drafted by a delivery team may include liability or IP language that contradicts what the legal team negotiated in the MSA.
Most MSAs state that the MSA prevails unless a SOW expressly overrides it for that specific point. That default protects the negotiated framework while still allowing deliberate, visible project-level exceptions.
The failure mode to watch for is a SOW that does not reference the MSA at all — in which case none of the MSA’s protections may apply to that project.
An MSA caps liability at 12 months of fees. A later SOW, drafted by the project team, says the supplier is "fully responsible for all losses." With no precedence clause, which one governs is genuinely arguable — and that argument happens exactly when something has already gone wrong.
What our lawyers check
- Whether a precedence clause exists at all
- Whether each SOW properly incorporates the MSA by reference
- Whether project documents contain terms that unintentionally override negotiated protections
- How amendments and purchase orders fit into the hierarchy
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
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