Category: Services
Master Services Agreement
Umbrella agreement governing an ongoing services relationship; SOWs reference it.
When to use
Use when you or a provider will deliver multiple projects or engagements over time. Pair with individual Statements of Work for each specific engagement.
Template body
MASTER SERVICES AGREEMENT
This Master Services Agreement (this "Agreement") is entered into as of {{effective_date}} by and between {{client_name}} ("Client") and {{provider_name}} ("Provider"). Client and Provider are each a "Party" and together the "Parties".
1. SERVICES
Provider will perform the services described in one or more Statements of Work ("SOW") executed by the Parties under this Agreement. Each SOW is incorporated into this Agreement by reference. In case of conflict between this Agreement and a SOW, the SOW controls for that engagement.
2. FEES AND PAYMENT
Client shall pay Provider the fees set forth in each SOW. Unless otherwise stated in a SOW, Provider invoices monthly and Client pays within {{payment_terms_days}} days of invoice. Undisputed overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
3. TERM AND TERMINATION
This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate with {{termination_notice_days}} days' written notice if no active SOW is in effect. Either Party may terminate a SOW immediately if the other Party materially breaches and fails to cure within 30 days of written notice.
4. INDEPENDENT CONTRACTOR
Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.
5. INTELLECTUAL PROPERTY
Unless an SOW states otherwise, Provider assigns to Client all right, title, and interest in deliverables created specifically for Client under a SOW upon full payment of the associated fees. Provider retains rights to any tools, templates, methodologies, or pre-existing materials used to create the deliverables and grants Client a non-exclusive, perpetual license to use them as part of the deliverables.
6. CONFIDENTIALITY
Each Party shall hold the other's Confidential Information in strict confidence, use it only for purposes of this Agreement, and protect it with at least the same care it uses for its own confidential information. This obligation survives for three (3) years after termination.
7. WARRANTIES
Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
8. LIMITATION OF LIABILITY
EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY CLIENT TO PROVIDER IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
9. INDEMNIFICATION
Provider shall indemnify Client against third-party claims that the deliverables infringe any third party's intellectual property rights, provided Client promptly notifies Provider and allows Provider to control the defense.
10. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}. Disputes shall be resolved in the state or federal courts located in {{venue}}.
11. ENTIRE AGREEMENT
This Agreement and the SOWs together constitute the entire agreement between the Parties. Any amendment must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CLIENT PROVIDER
{{client_name}} {{provider_name}}
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
Customizable fields (7)
{{client_name}} — Client name (text)
{{provider_name}} — Provider name (text)
{{effective_date}} — Effective date (date)
{{payment_terms_days}} — Payment terms (days) (number)
{{termination_notice_days}} — Termination notice (days) (number)
{{governing_law_state}} — Governing law (state) (text)
{{venue}} — Venue for disputes (city, state) (text)