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AGREEMENTTemplate preview · Example
01
Services
Interview summary; current-state process maps.
02
Fees and payment
Deposit before work starts, invoices due within 14 days, expenses at cost with approval.
03
Confidentiality
Each party keeps the other’s confidential information private and uses it only for this engagement.
04
Termination
Either party can end the agreement with written notice; work done to date is paid.
What is a master service agreement?
A master service agreement (MSA) sets the legal terms for an ongoing relationship once, so each new project only needs a short statement of work (SOW). The MSA covers the things that don’t change between projects: payment terms, ownership, confidentiality, liability and termination. Each SOW covers scope, deliverables, timeline and fees.
In the MSA
In each SOW
Payment terms and late payment
Fees for this project
Intellectual property
Deliverables and acceptance criteria
Confidentiality and data
Timeline and milestones
Liability and insurance
Client responsibilities for this project
Term and termination
Project-specific assumptions
The template
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
How to fill it in
Fill in both parties’ legal names and addresses, and the effective date.
Describe the services and deliverables, or reference a signed statement of work.
List exclusions and the client’s responsibilities, with dates where they affect yours.
Set the fee, deposit, payment terms, expenses and late payment terms.
Review the consulting-specific clauses, such as confidentiality, and adapt them to the project.
Have a lawyer review the template for your jurisdiction, then sign it before work starts.
Use it in Word, Google Docs or PDF
Microsoft Word
Download the Word (.docx) file and open it. If Word opens it in Protected View, select Enable Editing.
Use Find (Ctrl+F or Cmd+F) and search for “[” to jump between the placeholders you need to replace.
Save a clean copy as a Word template (File → Save As → Word Template) so every new document starts from it.
Google Docs
Upload the .docx file to Google Drive.
Right-click it and choose Open with → Google Docs, then File → Save as Google Docs to keep an editable copy.
Use File → Make a copy for each new client so your master stays clean.
PDF
Use Print or save as PDF in the template section above to print just the template, or fill it in Word or Google Docs first and export it (File → Save As → PDF in Word, File → Download → PDF document in Google Docs).
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
Common mistakes
Starting work before it’s signed. Most disputes start on projects where the terms were “agreed on a call”.
A scope described in one line. Reference a detailed scope or statement of work.
No change process. Without one, every extra request becomes a negotiation.
Copying clauses you don’t understand. If you can’t explain a clause to the client, ask a lawyer about it.
Angelwood’s proposal software builds proposals and agreements from your own templates, shows when the client has opened them and collects e-signatures, with a countersignature to execute the agreement.
What’s the difference between a consulting agreement and an SOW?+
The consulting agreement sets the legal terms of the relationship, such as confidentiality, liability and payment. A statement of work defines a specific project under it. You can sign several SOWs under one agreement.
What’s the difference between an MSA and an SOW?+
The MSA holds the legal terms that apply to every project. An SOW describes one project: scope, deliverables, timeline and fees. You sign the MSA once and an SOW per project.
When do I need an MSA?+
When you expect repeat work with the same client. Negotiating legal terms once saves time on every later project, and clients’ procurement teams often expect it.
Is a contract template legally binding?+
A template becomes binding once the parties agree and sign it, if it meets the legal requirements where you are. Whether it protects you depends on what it says, so have a lawyer review it for your jurisdiction.
Can I edit this template in Word or Google Docs?+
Yes. Download the Word (.docx) file and open it in Microsoft Word, or upload it to Google Drive and choose Open with → Google Docs. There’s also a Markdown version for any text editor. No account or email address is needed.
How do I save it as a PDF?+
Fill it in, then export it: File → Save As → PDF in Word, or File → Download → PDF document in Google Docs. On this page you can also print just the template or save it as a PDF from your browser’s print dialog.