Master Service Agreement Template
Foundational MSA that frames SOWs. Multi-engagement service relationships.
Use this free master service agreement template to create, fill in and sign a master service agreement online. Send to the other party for a legally binding signature — tamper-evident audit trail included.
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MASTER SERVICE AGREEMENT
This Master Service Agreement ("MSA") is made on [date] between [client name] ("Client") and [provider name] ("Provider"). Services performed under this MSA are described in one or more Statements of Work ("SOWs") signed by both Parties.
1. Engagement
Each SOW incorporates the terms of this MSA. In the event of conflict, the SOW prevails for the engagement it describes.
2. Fees & Payment
Fees are set in each SOW. Provider invoices monthly; Client pays within [payment terms days] days. Late payments accrue interest at [late interest pct]% per month.
3. Confidentiality
Each Party will hold Confidential Information disclosed by the other in strict confidence, using it only to perform under this MSA, for [confidentiality term years] years after termination.
4. Intellectual Property
Deliverables created under each SOW vest in Client upon full payment, except for pre-existing Provider tools, which Client receives a perpetual license to use as embedded in the deliverables.
5. Warranties
Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OTHER WARRANTIES ARE DISCLAIMED.
6. Limitation of Liability
Neither Party will be liable for indirect, incidental, or consequential damages. Aggregate liability is capped at fees paid in the [liability cap months] months preceding the claim.
7. Term & Termination
This MSA continues until terminated by either Party on [termination notice days] days written notice. Active SOWs continue under this MSA’s terms through their stated end dates.
8. Governing Law
This MSA is governed by the laws of [jurisdiction].