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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Master Services Agreement (MSA) is the umbrella contract that governs an ongoing service relationship between a company and a professional services provider — consultant, agency, software developer, or managed service firm. Rather than negotiating a full contract for every engagement, the MSA establishes the standard terms (IP ownership, confidentiality, indemnification, limitation of liability, payment, dispute resolution) once. Individual projects are then governed by shorter Statements of Work (SOWs) that reference the MSA. The MSA dramatically reduces friction in a multi-project relationship and ensures consistent legal protections across all engagements. Fill out this free master services agreement (msa) template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, MSA Terms.
This Master Services Agreement (the "MSA" or "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Client"), and ______________, located at ______________ ("Provider").
Provider shall perform professional services for Client of the following general nature: ______________ (the "Services"). The specific scope, deliverables, timeline, and fees for each engagement shall be set forth in separate written Statements of Work ("SOWs") executed by both Parties, which are incorporated into and governed by this MSA. In the event of a conflict between an SOW and this MSA, the SOW controls as to its specific project.
Client shall pay Provider the fees set forth in each SOW. Provider shall submit invoices in accordance with the schedule specified in each SOW. Client shall pay all undisputed invoices within ______________. Late payments shall accrue interest at 1.5% per month from the due date. Client shall notify Provider of any disputed charges within 10 business days of receipt. Provider may suspend Services upon 10 days' written notice if any undisputed invoice remains unpaid for more than 30 days after the due date.
Work Product created under this MSA shall be jointly owned by the Parties. Each Party may use, reproduce, and commercialize jointly-owned Work Product independently without accounting to the other, unless otherwise agreed in writing.
Each Party shall hold in strict confidence all Confidential Information received from the other Party, use it solely for purposes of this MSA, and not disclose it to any third party without prior written consent. "Confidential Information" means any non-public information disclosed in connection with this MSA, including business plans, financial data, technical data, customer information, and proprietary processes. Obligations of confidentiality survive termination of this MSA for 3 years, and indefinitely for trade secrets.
Provider warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) the Work Product will conform to the specifications in each SOW; and (c) Provider has the right to perform the Services and grant the rights described herein without violating any third-party rights or obligations. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF CAUSE OR THEORY OF LIABILITY. PROVIDER'S TOTAL CUMULATIVE LIABILITY TO CLIENT UNDER THIS MSA SHALL NOT EXCEED: ______________. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
Each Party shall indemnify, defend, and hold harmless the other Party from third-party claims arising from: (a) the indemnifying Party's breach of its representations, warranties, or obligations; (b) the indemnifying Party's negligence or willful misconduct; or (c) the infringement of any third-party intellectual property rights by the indemnifying Party's materials.
This MSA commences on ______________ and continues for 2 year(s), renewing annually unless terminated. Either Party may terminate this MSA (and all active SOWs) for material breach upon 30 days' written notice and opportunity to cure. Client may terminate any SOW for convenience upon 30 days' notice, and shall pay for all Services performed through the termination date plus reasonable wind-down costs.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.