Master service agreement template, with how an MSA works

Master service agreement template

Fill in the brackets. Keep the MSA general, and put the scope, dates and price of each project in a statement of work.

MASTER SERVICE AGREEMENT

This Master Service Agreement is made on [date] between [provider legal name], of [address], the Provider, and [client legal name], of [address], the Client.

1. 1Services. The Provider will perform the services described in each statement of work («SOW») signed by both parties. Each SOW is governed by this Agreement.
2. 2Order of precedence. If a SOW conflicts with this Agreement, this Agreement controls, unless the SOW expressly says it changes a named section.
3. 3Fees and invoices. The Client pays the fees in each SOW. The Provider invoices [monthly / on milestones]. Invoices are due within [number] days.
4. 4Expenses. The Client reimburses reasonable expenses approved in writing in advance.
5. 5Changes. Changes to scope, dates or fees require a written change order signed by both parties.
6. 6Acceptance. The Client reviews each deliverable within [number] days and accepts it or describes any defect. Silence after that period counts as acceptance.
7. 7Confidentiality. Each party keeps the other confidential information secret and uses it only for this Agreement, during the term and for [number] years after.
8. 8Intellectual property. On full payment, the Client owns the deliverables made for it. The Provider keeps its pre-existing tools and know-how and grants the Client a license to use them in the deliverables.
9. 9Warranties. The Provider performs the services in a professional manner, consistent with industry standards.
10. 10Limitation of liability. Neither party is liable for indirect or consequential damages. Each party total liability is limited to the fees paid under the affected SOW in the [12] months before the claim.
11. 11Indemnity. Each party defends the other against third-party claims caused by its own breach, negligence or infringement.
12. 12Independent contractor. The Provider is an independent contractor. Nothing here creates employment, partnership or agency.
13. 13Term and termination. This Agreement lasts [number] years and renews for one-year periods unless either party gives [number] days notice. Either party may end it for uncured material breach after [number] days notice.
14. 14Effect of termination. The Client pays for services performed up to the termination date. Confidentiality, intellectual property, liability and payment terms survive.
15. 15Non-solicitation. During the term and for [number] months after, neither party hires the other employees who worked on a SOW, without consent.
16. 16Governing law. This Agreement is governed by the laws of [state]. Disputes go to [courts or arbitration] in [place].
17. 17Entire agreement. This Agreement and the SOWs are the entire agreement. Changes must be in writing and signed by both.

STATEMENT OF WORK No. [number]

• Project: [name and short description]
• Deliverables: [list]
• Timeline: [start date, milestones, end date]
• Fees: [fixed price, hourly rate or retainer]
• Client contact and Provider contact: [names]

Signatures: [Provider name, title and date] · [Client name, title and date]

Use this template to fill it in and send it to sign from SignSolú.

What a master service agreement is

An MSA is a framework contract. It sets the legal terms that apply to every project between two companies, such as payment, confidentiality, ownership and liability.

The business details of each project go in a statement of work. Because the hard terms were agreed once, each new SOW can be signed in days instead of weeks.

MSA, SOW and service agreement

For a single job, a service agreement is often enough. An MSA pays off when you expect repeat work with the same client.

The clauses clients negotiate most

• Limitation of liability. The cap and what is excluded from it.
• Indemnity. Who covers what if a third party sues.
• Intellectual property. Who owns the deliverables and the tools behind them.
• Payment terms. Thirty days or sixty, and late fees.
• Termination for convenience. Whether the client can end the MSA without cause.

Settle these once in the MSA. Then project teams can sign SOWs without calling legal every time.

Common mistakes

1. 1Putting scope in the MSA. Every new project then needs an amendment.
2. 2SOWs that override the MSA by accident. Add an order of precedence clause.
3. 3No change order process. Scope creeps and nobody agreed to pay for it.
4. 4Auto-renewal nobody tracks. The MSA renews on old terms.
5. 5Unsigned SOWs. Work starts on an email and the terms are unclear later.

How to sign a master service agreement and each SOW online

Upload a master service agreement and each SOW to SignSolú or start from a template. Add each signer with a name and a phone number or email.

Each signer gets a link by WhatsApp or email. On a phone they tap the brown bar at the bottom that says «Sign as …».

They draw their signature once with a finger and press «Sign and Send». Every place in the document that needs it gets filled.

A line next to that button records their consent to sign electronically, with a link to the disclosure.

The signed PDF ends with an audit certificate. It shows each signer, the time, the IP address and a SHA-256 hash of the file.

Some offices only take their own PDF form. Fill out a PDF form online for free, with nothing uploaded.

Save the SOW as a template with fields for scope, dates and price. Each new project goes out in minutes and the client signs from a phone. Store the MSA end date in SignSolú to get a notice before it renews.

MSA for small providers

Freelancers and small agencies often sign the client MSA as it comes. Having your own template lets you start from terms you can live with, and many smaller clients will sign it as is.

An example

A marketing agency starts working with a retail chain. The first project is a website, and the client already talks about ads and a new brand next year.

Legal teams spend three weeks on the MSA once. After that, each project goes on a two-page SOW. The ads campaign is signed in a day, and the brand project the week the client asks for it.

Checklist before you send an MSA

• The legal names match each company registration.
• Payment days and late fees match your cash needs.
• The liability cap is a number your insurance covers.
• Ownership of deliverables is clear, including your own tools.
• Renewal and notice periods are on your calendar.
• A SOW template is ready for the first project.

People also ask

What is the purpose of a master service agreement?

To agree the legal terms once, so that future projects between the same parties only need a short statement of work.

Is an MSA legally binding?

Yes. It is a contract. Each SOW signed under it is binding too, under the MSA terms.

Who prepares the MSA?

Either side. Large clients often send their own form. Small providers benefit from having their own template ready.

How long does an MSA last?

Often one to three years, with automatic renewal unless one party gives notice.

Does an MSA need a SOW?

Yes, to start work. The MSA alone does not say what will be done or what it costs.

Can an MSA be signed electronically?

Yes. The ESIGN Act recognizes electronic signatures on business contracts in the US.

Who signs an MSA?

Officers or managers authorized to bind each company. Check who can sign before you send it, so the client does not need a second round.

Can an SOW change the MSA?

Only if the SOW says clearly which MSA clause it changes, and the order of precedence clause allows it.

Does an MSA include pricing?

Usually not. The MSA sets how fees are invoiced and paid, and each SOW sets the price of that project.

What is the difference between an MSA and a contract?

An MSA is a contract. It is a framework contract that other agreements, the SOWs, rely on.

Can an MSA be terminated?

Yes, under its termination clause. Most allow ending it for breach, and some for convenience with notice.

Related templates and guides

• Service agreement
• Independent contractor agreement
• Nondisclosure agreement
• CLM software

Sources

• ESIGN Act, 15 U.S.C. 7001, on govinfo.gov