# Master Service agreement

> This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result.

---

## Parties

Provider: [Legal name, address, email]
Client: [Legal name, address, email]
Effective date: [Date]

## 1. Structure

This agreement sets the terms for services the Provider performs for the Client. Each project is described in a statement of work (SOW) signed by both parties, which forms part of this agreement.

## 2. Order of precedence

If an SOW conflicts with this agreement, this agreement prevails unless the SOW expressly says it overrides a specific clause.

## 3. Fees and payment

- Fees are set out in each SOW.
- Invoices are due within [30] days of the invoice date.
- Expenses are charged at cost if approved in advance in writing.
- The Provider may suspend work on overdue accounts after [7] days’ written notice.

## 4. Changes

Changes to an SOW are agreed in writing through a change request stating the effect on fees and timeline.

## 5. Acceptance

Deliverables are accepted as set out in the SOW, or [10] working days after delivery if the Client hasn’t identified material non-conformities in writing.

## 6. Intellectual property

On payment of the relevant fees, the Client owns the deliverables created specifically for it under an SOW. The Provider keeps its pre-existing materials, tools and know-how and grants the Client a licence to use any that are incorporated in the deliverables.

## 7. Confidentiality and data protection

Each party protects the other’s confidential information. Where the Provider processes personal data for the Client, the parties will agree data processing terms that meet applicable law.

## 8. Warranties

The Provider will perform the services with reasonable skill and care, using appropriately qualified people.

## 9. Liability

[Each party’s total liability under this agreement is limited to the fees paid or payable under the relevant SOW in the 12 months before the claim, except for liability that can’t be limited by law. Neither party is liable for indirect or consequential losses. Have a lawyer draft this clause.]

## 10. Insurance

The Provider maintains [professional indemnity / general liability] insurance of at least [amount].

## 11. Non-solicitation

[Optional] During the agreement and for [6] months after, neither party will directly solicit the other’s staff who worked on an SOW, without consent.

## 12. Term and termination

- This agreement lasts until ended by either party with [30] days’ written notice.
- Either party may terminate for material breach not remedied within [14] days.
- Ending this agreement ends all SOWs unless agreed otherwise; the Client pays for work performed to the termination date.

## General

- **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject.
- **Changes:** changes to this agreement must be in writing and signed by both parties.
- **Notices:** notices are sent to the email addresses above, or as updated in writing.
- **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction.

## Signatures

|  | [Party A] | [Party B] |
| --- | --- | --- |
| Name |  |  |
| Title |  |  |
| Signature |  |  |
| Date |  |  |

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## Before you sign it

- [ ] Both parties’ legal names and addresses are correct.
- [ ] Services, deliverables and exclusions are specific.
- [ ] Fees, deposit and payment terms match the proposal.
- [ ] Ownership, confidentiality and liability clauses suit the project.
- [ ] Termination and notice periods are filled in.
- [ ] A lawyer has reviewed the template for your jurisdiction.

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# Example: an MSA with its first statement of work

How the framework and the first SOW split the terms. Both companies are fictional.

## Master service agreement

Parties: Keel Labs and Harbour Freight Ltd
Payment terms: 30 days from invoice
IP: Client owns project deliverables on payment; Keel Labs keeps its tools
Liability cap: Fees paid under the relevant SOW in the previous 12 months
Notice: 30 days

## SOW-001

Project: Driver scheduling web app
Deliverables: Discovery, two build sprints, user acceptance support
Fees: $27,200 time and materials, estimated
Acceptance: Ten working days per release

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This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Template by Angelwood — https://angelwood.io/templates