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Master Service Agreement
Clearly define service terms, responsibilities, and payment structures using this Master Service Agreement Template.
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Master Service Agreement (MSA)
This Master Service Agreement (“Agreement”) is entered into on [Date], by and between:
• Service Provider: [Company Name], located at [Address].
• Client: [Company Name], located at [Address].
Each may be referred to as a “Party” and collectively as the “Parties.”
1. Purpose
This Agreement establishes the general terms under which the Service Provider will perform certain services for the Client. Specific details (scope, timelines, fees) will be set forth in separate Statements of Work (SOW).
2. Scope of Services
2.1 SOW Execution
Each SOW shall reference this MSA and detail:
• Project description
• Deliverables
• Milestones/timelines
• Payment terms
2.2 Changes
Changes to a signed SOW must be agreed in writing (Change Order).
3. Fees and Payment
• Payment terms: [e.g., Net 30 days] after receipt of invoice.
• Late payment penalties: [Optional].
4. Confidentiality
Both Parties shall maintain the confidentiality of any proprietary or confidential information exchanged under this Agreement.
5. Intellectual Property
Ownership of deliverables or custom work will be specified in each SOW. Unless otherwise stated, pre-existing IP remains with the original owner.
6. Warranties and Liabilities
• Service Provider warrants it will provide services with reasonable skill and care.
• Liability cap: [State any limitation of liability or disclaimers].
7. Term and Termination
• This MSA shall commence on the Effective Date and continue until terminated by either Party with [Number] days’ written notice.
• Existing SOWs at the time of termination will be completed or handled per an agreed transition plan.
8. Governing Law and Dispute Resolution
• This Agreement is governed by the laws of [State/Country].
• Disputes shall be resolved by [court jurisdiction or arbitration].
Signatures
Service Provider: _______________________ Date: __________
Name/Title: ___________________________
Client: _______________________________ Date: __________
Name/Title: ___________________________
Details
Learn more about
Master Service Agreement
MASTER SERVICE AGREEMENT FAQ
What is a master service agreement (MSA)?
A master service agreement is a contract that sets the overarching terms for an ongoing professional relationship between parties, covering responsibilities, payment terms, liabilities, dispute resolution, and other key provisions. It serves as the framework for future work orders or statements of work.
Why do you need a master service agreement?
It streamlines future transactions by avoiding repeated negotiations, reduces legal risks through clearly defined responsibilities, and provides a consistent legal foundation for all projects under the agreement.
When should I use a master service agreement?
Use an MSA when engaging in ongoing or long-term services—particularly in professional, IT, or consulting sectors—where multiple projects or deliverables will be governed by the same terms.
How to write a master service agreement?
Include the scope of services, pricing and payment terms, intellectual property ownership, warranties, liability limitations, indemnification clauses, termination rights, governing law, and dispute resolution procedures. Ensure it’s reviewed for compliance with applicable laws.
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