Free Master Services Agreement (MSA) Template

MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is made on [DATE] ("Effective Date") between [PROVIDER LEGAL NAME], [ADDRESS] ("Provider"), and [CLIENT LEGAL NAME], [ADDRESS] ("Client").

1. STRUCTURE. Provider will perform services described in statements of work signed by both parties ("SOWs"). Each SOW incorporates this Agreement. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states it overrides a named section.

2. PERFORMANCE. Provider will perform services in a professional manner, consistent with generally accepted industry standards, using qualified personnel. Provider may use subcontractors, remaining responsible for their work.

3. CLIENT OBLIGATIONS. Client will provide timely access, information, decisions and approvals described in each SOW. Provider is not responsible for delays caused by Client.

4. CHANGE ORDERS. Changes to an SOW require a written change order signed by both parties describing the effect on scope, fees and schedule.

5. FEES AND PAYMENT. Fees are set in each SOW. Provider will invoice as the SOW states. Client will pay undisputed amounts within [30] days of invoice and notify Provider in writing of any dispute within [15] days, with reasons. Late undisputed amounts accrue interest at [1]% per month or the maximum allowed by law, if lower. Provider may suspend services on [10] days' notice while undisputed amounts are more than [30] days overdue.

6. ACCEPTANCE. Deliverables are accepted under the acceptance criteria and process in each SOW, or, if none, if Client does not reject them in writing with specific reasons within [10] business days.

7. INTELLECTUAL PROPERTY. On full payment for a deliverable, Provider assigns to Client all rights in deliverables created specifically for Client under an SOW. Provider retains its pre-existing materials, tools, methodologies and general know-how ("Provider IP") and grants Client a non-exclusive, perpetual, royalty-free licence to use Provider IP incorporated in the deliverables for Client's internal business purposes.

8. CONFIDENTIALITY. Each party will keep the other's confidential information secret, use it only to perform this Agreement, and protect it with reasonable care, for [3] years after this Agreement ends (and for trade secrets, while they remain trade secrets), subject to standard exclusions and legally required disclosures.

9. DATA PROTECTION. If Provider processes personal data for Client, the parties will sign a data processing addendum.

10. WARRANTIES. Provider warrants that services will conform to the relevant SOW for [30/90] days after acceptance, and will re-perform non-conforming services at no charge. Except as stated, implied warranties are disclaimed to the extent permitted by law.

11. INDEMNIFICATION. Provider will indemnify Client against third-party claims that deliverables infringe intellectual property rights (excluding Client materials and modifications) and claims for bodily injury or property damage caused by Provider's negligence. Client will indemnify Provider against claims arising from Client materials or Client's use of deliverables in breach of this Agreement.

12. LIMITATION OF LIABILITY. Except for indemnification obligations, breach of confidentiality, and gross negligence or willful misconduct, neither party is liable for indirect, consequential or lost-profit damages, and 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.

13. INSURANCE. Provider will maintain commercial general liability insurance of at least $[AMOUNT] per occurrence and professional liability insurance of at least $[AMOUNT], and provide certificates on request.

14. NON-SOLICITATION. During this Agreement and for [12] months after, neither party will solicit for employment the other's personnel who worked on the services, excluding general job postings.

15. TERM AND TERMINATION. This Agreement lasts [3] years and renews annually unless either party gives [60] days' notice. Either party may terminate this Agreement or an SOW for material breach not cured within [30] days of notice, or for convenience on [30] days' notice. On termination, Client will pay for services performed and non-cancellable expenses incurred to the termination date. Terms that by their nature should survive (including payment, IP, confidentiality, indemnity and liability) survive.

16. INDEPENDENT CONTRACTOR. Provider is an independent contractor.

17. GOVERNING LAW AND DISPUTES. This Agreement is governed by the laws of [STATE]. The parties will escalate disputes to senior managers for [15] days before starting proceedings in the courts of [COUNTY, STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

PROVIDER: _____________________  Name/Title: ______________  Date: __________
CLIENT: _______________________  Name/Title: ______________  Date: __________

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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.