MASTER SERVICES AGREEMENT (MSA)
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made on [Date],
BETWEEN:
[Service Provider Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Service Provider Address] (“Service Provider”),
AND
[Client Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Client Address] (“Client”).
WHEREAS
- The Service Provider offers certain services as described in this Agreement and any attached Statement(s) of Work (“SOW”);
- The Client desires to engage the Service Provider to perform such services under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1. “Services” means the services to be provided by the Service Provider as detailed in each SOW executed under this Agreement.
1.2. “Statement of Work” or “SOW” means a written document, signed by both parties, describing specific Services, deliverables, timelines, and payment terms under this Agreement.
1.3. “Confidential Information” means all non-public information disclosed by either party to the other, whether oral, written, or electronic, that is designated as confidential or should reasonably be understood to be confidential.
2. SCOPE OF SERVICES
2.1. The Service Provider shall provide the Services described in each SOW entered into pursuant to this Agreement.
2.2. Each SOW shall reference this Agreement and, upon execution, become a part of this Agreement.
2.3. In the event of any conflict between the terms of this Agreement and any SOW, the terms of the SOW shall prevail with respect to the subject matter of that SOW.
3. TERM AND TERMINATION
3.1. Term: This Agreement shall commence on [Effective Date] and continue until terminated as provided herein.
3.2. Termination for Convenience: Either party may terminate this Agreement or any SOW for any reason by providing [Notice Period Days] days’ written notice to the other party.
3.3. Termination for Cause: Either party may terminate this Agreement or any SOW immediately upon written notice if the other party breaches any material term and fails to cure such breach within [Cure Period Days] days after receipt of notice.
3.4. Effect of Termination: Upon termination, Service Provider shall be compensated for all Services performed and approved expenses incurred up to the effective date of termination.
4. FEES AND PAYMENT
4.1. The Client agrees to pay the Service Provider the fees as specified in each SOW.
4.2. Invoices shall be issued as set forth in the applicable SOW and are payable within [Payment Terms, e.g., 30 days] of the invoice date.
4.3. Late payments may incur interest at a rate of [Interest Rate]% per month, or the maximum rate permitted by law, whichever is less.
4.4. All fees are exclusive of taxes, which shall be the responsibility of the Client.
5. CONFIDENTIALITY
5.1. Each party agrees to keep confidential all Confidential Information received from the other party and to use such information only for the purposes of performing its obligations under this Agreement.
5.2. The obligations of confidentiality do not apply to information that:
- Is or becomes public through no fault of the receiving party;
- Was in the receiving party’s possession before receipt from the disclosing party;
- Is independently developed by the receiving party;
- Is rightfully received from a third party without duty of confidentiality.
5.3. Upon termination of this Agreement, each party shall return or destroy all Confidential Information of the other party.
6. INTELLECTUAL PROPERTY
6.1. Unless otherwise stated in an SOW, all intellectual property rights in any deliverables created under this Agreement shall be owned by [Specify: Client/Service Provider/As set forth in SOW].
6.2. Each party retains ownership of its pre-existing intellectual property.
7. WARRANTIES AND REPRESENTATIONS
7.1. Each party represents and warrants that it has the power and authority to enter into this Agreement.
7.2. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
7.3. Except as expressly stated, no other warranties, express or implied, are made.
8. LIMITATION OF LIABILITY
8.1. Except for liability arising from gross negligence, willful misconduct, or breach of Section 5 (Confidentiality), neither party shall be liable for any indirect, incidental, special, or consequential damages.
8.2. The total liability of either party under this Agreement shall not exceed the total amount paid or payable under the applicable SOW during the [preceding 12 months/other period].
9. INDEMNIFICATION
9.1. Each party agrees to indemnify, defend, and hold harmless the other party from and against any claims, damages, or expenses (including reasonable legal fees) arising out of its breach of this Agreement or its gross negligence or willful misconduct.
10. INDEPENDENT CONTRACTOR
10.1. The Service Provider is an independent contractor and nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture.
11. NON-SOLICITATION
11.1. During the term of this Agreement and for [Non-Solicitation Period, e.g., 12 months] thereafter, neither party shall solicit or hire the other party’s employees or contractors without prior written consent.
12. NOTICES
12.1. Any notices required under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as either party may designate by notice.
13. GOVERNING LAW
13.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country], without regard to its conflict of law provisions.
14. ENTIRE AGREEMENT; AMENDMENTS
14.1. This Agreement, including all SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
14.2. Any amendment to this Agreement must be in writing and signed by both parties.
15. SEVERABILITY
15.1. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16. COUNTERPARTS
16.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Master Services Agreement as of the date first written above.
Service Provider:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Client:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
