Master Services Agreement (MSA)

MASTER SERVICES AGREEMENT

This Master Services Agreement ("MSA") is entered into as of [DATE] between [PROVIDER] and [CLIENT].

1. STRUCTURE. This MSA governs all services; specific work is described in Statements of Work ("SOWs") that reference this MSA.

2. FEES & INVOICING. Fees are set in each SOW. Invoices are due within [30] days; undisputed late amounts accrue [1]% monthly interest.

3. INTELLECTUAL PROPERTY. Deliverables created for Client are assigned to Client on payment; Provider retains its pre-existing and general know-how.

4. CONFIDENTIALITY. Each party protects the other's confidential information for [3] years.

5. WARRANTIES. Services are performed in a professional, workmanlike manner consistent with industry standards.

6. INDEMNIFICATION. Each party indemnifies the other for third-party claims arising from its breach, gross negligence, or willful misconduct.

7. LIMITATION OF LIABILITY. Neither party is liable for indirect or consequential damages; total liability is capped at fees paid in the prior [12] months, excluding confidentiality and indemnity obligations.

8. TERM & TERMINATION. Either party may terminate for material, uncured breach on [30] days' notice; SOWs in progress are paid through termination.

9. GOVERNING LAW. [STATE].

PROVIDER: ____________________  DATE: __________
CLIENT: ______________________  DATE: __________

---
This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.