📑 Master Service Agreement (MSA) Template — Free Template

A reusable B2B Master Service Agreement that governs an ongoing client relationship. Individual projects are added as Statements of Work (SOWs) without renegotiating the legal terms each time.

Who needs this

Agencies, consultancies, software vendors, and any service provider with repeat enterprise clients. Eliminates re-negotiation of legal terms with every new project.

What it covers

• Master terms + SOW structure
• Fees, expenses & invoicing
• IP ownership / licensing choices
• Confidentiality & data security
• Warranties & service levels
• Mutual indemnification
• Limitation of liability with carve-outs
• Insurance requirements
• Term, termination & survival

Template clauses

1. Structure of the Agreement

This Master Service Agreement ("MSA" or "Agreement") is entered into as of the Effective Date between the Client and the Provider. The parties anticipate services including {{services_overview}}. This MSA governs all services Provider performs for Client. Specific projects shall be documented in one or more Statements of Work ("SOW"), each executed by both parties and incorporated into this MSA by reference. In the event of a conflict between this MSA and an SOW, this MSA controls unless the SOW expressly references the conflicting MSA section and is signed by both parties.

2. Services

Provider shall perform the services described in each SOW (the "Services") in accordance with this MSA, the applicable SOW, and the professional standards of the industry. Provider shall determine the manner and means of performing the Services, subject to the deliverables and milestones in each SOW.

3. Fees, Expenses & Invoicing

Client shall pay Provider under the following pricing model: {{pricing_model}}, with specific fees stated in each SOW. Provider shall invoice as follows: {{invoice_timing}}. Invoices are payable within {{payment_due_days}} days of receipt. The late-payment interest rate that applies to past-due amounts is: {{late_interest_rate}}. Expense reimbursement is governed by the following agreed policy: {{expense_policy}}. All fees are exclusive of applicable sales, use, VAT, or similar taxes (other than taxes on Provider's net income).

4. Client Responsibilities

Client shall (a) provide timely access to personnel, systems, data, and decision-makers reasonably required by Provider; (b) promptly review and approve deliverables; and (c) perform Client's obligations as set forth in each SOW. Delays attributable to Client shall extend deliverable deadlines on a day-for-day basis and may result in additional fees at Provider's then-current rates.

5. Intellectual Property

(a) Background IP. Each party retains all right, title, and interest in its pre-existing intellectual property and intellectual property developed outside this MSA ("Background IP"). (b) Deliverables. {{#when ip_ownership_model=client_owns}}Subject to full payment, Provider assigns to Client all right, title, and interest in custom deliverables specifically created for Client and identified in the applicable SOW.{{/when}}{{#when ip_ownership_model=provider_owns_license}}Provider retains ownership of custom deliverables and, subject to full payment, grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute those deliverables for Client's business purposes.{{/when}}{{#when ip_ownership_model=sow_controls}}Ownership of custom deliverables is governed by the applicable SOW. If an SOW does not expressly transfer ownership, Provider retains ownership and grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use the deliverables for the business purposes contemplated by that SOW.{{/when}} (c) Embedded Background IP. To the extent Provider Background IP is embedded in a Deliverable, Provider grants Client a perpetual, worldwide, royalty-free license to use that Background IP as part of the Deliverable. (d) Feedback. Suggestions or feedback from Client may be used by Provider without obligation.

6. Confidentiality

Each party (the "Receiving Party") shall protect the other party's ("Disclosing Party") Confidential Information using at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care), and shall use Confidential Information only as necessary to perform under this Agreement. Confidential Information excludes information that is (i) public through no fault of Receiving Party, (ii) already known to Receiving Party without confidentiality obligation, (iii) independently developed without use of Confidential Information, or (iv) rightfully received from a third party. This Section 6 survives termination for {{confidentiality_survival_years}} years (and for trade secrets for as long as they remain protected as trade secrets under applicable law).

7. Data Security & Privacy

Provider shall implement and maintain administrative, physical, and technical safeguards to protect Client data consistent with the following agreed security commitment: {{security_standard}}. {{#when dpa_required=yes}}To the extent Provider processes personal data on behalf of Client, the parties will use the following agreed data-processing framework: {{dpa_terms}}{{/when}}{{#when dpa_required=no}}The parties have not incorporated a separate Data Processing Addendum into this MSA; each party remains responsible for identifying and satisfying privacy obligations applicable to its own activities.{{/when}} Provider shall notify Client without undue delay and within {{security_notice_hours}} hours after becoming aware of a security incident involving Client data.

8. Warranties

Provider warrants that (a) it has full authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner; (c) the Deliverables will materially conform to the specifications in the applicable SOW for {{conformity_period_days}} days after delivery; and (d) the Deliverables will not knowingly infringe the intellectual property rights of any third party. The agreed remedy for breach of the conformity warranty in subsection (c) is: {{warranty_remedy}}. EXCEPT AS EXPRESSLY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Mutual Indemnification

(a) By Provider. Provider shall defend, indemnify, and hold harmless Client from third-party claims that the Deliverables, as delivered, infringe such third party's U.S. patent, copyright, or trade secret, except to the extent the claim arises from (i) Client's modification of the Deliverables, (ii) combination with materials not provided by Provider, or (iii) Client's specifications. (b) By Client. Client shall defend, indemnify, and hold harmless Provider from third-party claims arising out of Client materials, data, or specifications, or Client's use of the Deliverables in violation of law. (c) Procedure. The indemnified party shall (i) give prompt notice of the claim, (ii) grant sole control of the defense and settlement to the indemnifying party, and (iii) provide reasonable cooperation.

10. Limitation of Liability

EXCEPT FOR (i) THE INDEMNIFICATION OBLIGATIONS IN SECTION 9, (ii) BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, (iii) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (iv) CLIENT'S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED {{liability_cap}}.

11. Insurance

During the term, Provider shall maintain the insurance coverage agreed by the parties: {{insurance_requirements}}. Upon request, Provider shall furnish reasonably available evidence of required coverage.

12. Term & Termination

This MSA commences on the Effective Date and has an initial term of {{term_length}}, after which it continues only as stated in the applicable renewal terms or until terminated in accordance with this Section. Either party may terminate this MSA (a) for convenience upon {{termination_notice_days}} days' written notice if no SOW is then active, or (b) for material breach not cured within {{cure_period_days}} days of written notice ({{payment_cure_days}} days for payment defaults). Termination of this MSA shall not terminate any active SOW unless the terminating party expressly so states. Upon termination, Client shall pay for all Services properly performed through the termination date, and each party shall return or destroy the other party's Confidential Information.

13. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party has authority to bind the other.

14. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of {{governing_law}}, without regard to its conflict-of-laws principles. Any dispute shall first be addressed through good-faith negotiation between senior executives for {{dispute_negotiation_days}} days. If unresolved, {{#when dispute_method=court}}the dispute shall be submitted to the courts located in {{arbitration_forum}}.{{/when}}{{#when dispute_method=arbitration}}the dispute shall be submitted to binding arbitration in {{arbitration_forum}} under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator.{{/when}} Either party may seek temporary injunctive relief in court to protect confidentiality or intellectual property while the dispute is pending.

15. Miscellaneous

This MSA, together with each SOW, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except in connection with a merger, acquisition, or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above. If any provision is held unenforceable, the remaining provisions shall continue in full force. This Agreement may be executed in counterparts, including by electronic signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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