Master Services Agreement Template — Framework for Ongoing Services

This Master Services Agreement ("Agreement" or "MSA") is entered into as of [DATE]:
Service Provider: [YOUR NAME/COMPANY], located at [ADDRESS] ("Provider")
Client: [CLIENT NAME/COMPANY], located at [ADDRESS] ("Client")
This Agreement establishes framework terms for services to be provided under separate Statements of Work.

This MSA establishes general terms and conditions
Specific services will be defined in separate Statements of Work ("SOWs")
Each SOW will:
  - Reference this MSA
  - Incorporate MSA terms
  - Define specific services, deliverables, timelines, and fees
  - Be signed by both parties
MSA terms apply to all SOWs unless SOW specifically overrides them
Multiple SOWs may be executed under this MSA
Each SOW is a separate agreement incorporating MSA terms

Services will be provided per individual SOWs
Each SOW will specify:
  - Services to be provided
  - Deliverables and milestones
  - Timeline and schedule
  - Fees and payment schedule
  - Project-specific terms (if any)
No services are required until a SOW is executed
Provider has no obligation to provide services without an executed SOW
SOWs may be added, modified, or terminated independently
MSA remains in effect as long as any SOW is active

Payment terms specified in each SOW
Standard payment terms (unless SOW specifies otherwise):
  - Invoices due: Net [X] days from invoice date
  - Late payment fee: [X]% per month after [X] day grace period
  - Invoicing frequency: Per SOW terms
Disputed Invoices:
  - Client must notify Provider of disputes within [X] days
  - Undisputed portions must be paid on time
  - Parties will work in good faith to resolve disputes
Expenses:
  - Expenses must be pre-approved in SOW
  - Expenses reimbursed at cost
  - Expense reimbursement terms: Net [X] days

Work Product Ownership:
  - Work product created specifically for Client: Client owns upon payment
  - Pre-existing IP, methodologies, tools: Provider retains ownership
  - Provider grants Client license to use pre-existing IP in deliverables
SOW-Specific IP Terms:
  - SOWs may specify project-specific IP terms if needed
  - SOW terms override MSA terms for that specific project only
Portfolio Rights:
  - Provider may use completed work in portfolio and marketing
  - Confidential projects may restrict portfolio use per SOW
Third-Party IP:
  - Third-party IP licensed per respective licenses
  - Provider will identify third-party IP in deliverables

Both parties will maintain confidentiality of:
  - Business plans and strategies
  - Financial information
  - Technical information and trade secrets
  - Customer and client information
  - Information marked confidential or reasonably understood as confidential
Confidentiality Obligations:
  - Use confidential information only for purposes of this Agreement
  - Protect confidential information with reasonable care
  - Not disclose confidential information to third parties without consent
Standard Exclusions:
  - Publicly available information
  - Information independently developed
  - Information received from third parties without confidentiality restrictions
Confidentiality survives termination of MSA and individual SOWs
Confidentiality period: [X] years after termination

MSA Term:
  - Initial term: [X] years from effective date
  - Auto-renews for successive [X]-year terms unless terminated
  - Either party may terminate with [X] days written notice
Termination of MSA:
  - MSA termination does not automatically terminate active SOWs
  - Active SOWs continue per their terms until completion or termination
  - No new SOWs may be executed after MSA termination
Termination of Individual SOWs:
  - Each SOW may specify its own termination terms
  - SOWs may be terminated per SOW terms or mutual agreement
  - Termination of SOW does not terminate MSA
Immediate Termination:
  - Material breach of Agreement
  - Insolvency or bankruptcy
  - Violation of confidentiality or IP rights

Provider's liability limited to:
  - Total fees paid under specific SOW giving rise to claim, OR
  - [X] times annual fees paid under this MSA, whichever is less
Provider not liable for:
  - Indirect, consequential, or punitive damages
  - Lost profits or business opportunities
  - Data loss (unless due to Provider negligence)
  - Third-party claims exceeding liability cap
Provider provides services, not guarantees of business results
Liability limitations apply to all SOWs unless SOW specifically overrides
Some jurisdictions don't allow liability limitations; terms apply to extent permitted by law

Provider Indemnification:
  - Provider will indemnify Client for third-party claims arising from Provider's negligence or breach
  - Provider will indemnify for IP infringement of Provider-created work
  - Indemnification limited to liability cap
Client Indemnification:
  - Client will indemnify Provider for third-party claims arising from Client's use of deliverables
  - Client will indemnify for IP infringement of Client-provided materials
  - Client will indemnify for Client's breach of Agreement
Indemnification Procedures:
  - Indemnified party must notify indemnifying party promptly
  - Indemnifying party controls defense
  - Indemnified party may participate in defense at own expense

Provider is independent contractor, not Client's employee
Provider has no authority to bind Client
Provider responsible for:
  - Its own taxes and insurance
  - Compliance with applicable laws
  - Its own business operations
Client will not:
  - Withhold taxes from payments
  - Provide benefits to Provider
  - Control Provider's methods or work schedule (beyond project requirements)
Provider may work with other clients
This relationship does not create partnership or joint venture

Informal Resolution:
  - Parties will attempt to resolve disputes informally
  - Designated contacts: [PROVIDER CONTACT] and [CLIENT CONTACT]
Mediation:
  - If informal resolution fails, parties will attempt mediation
  - Mediation costs shared equally
Arbitration/Litigation:
  - [OPTION A - Arbitration]: Disputes resolved through binding arbitration
  - [OPTION B - Litigation]: Disputes resolved through courts
  - Governing law: [STATE/JURISDICTION]
  - Venue: [LOCATION]
Equitable Relief:
  - Either party may seek injunctive relief for IP or confidentiality violations
  - Equitable relief may be sought in court regardless of dispute resolution clause

Entire Agreement:
  - This MSA and executed SOWs constitute entire agreement
  - Modifications must be in writing and signed by both parties
Assignment:
  - Neither party may assign Agreement without consent
  - Assignment to affiliate or acquirer permitted with notice
Force Majeure:
  - Neither party liable for delays due to circumstances beyond reasonable control
  - Force majeure events: natural disasters, wars, pandemics, government actions
Notices:
  - Notices must be in writing
  - Delivered to addresses specified in Agreement
  - Email notices permitted for routine communications
Severability:
  - If any provision is invalid, remainder of Agreement remains in effect
Waiver:
  - Waiver of one breach does not waive future breaches
  - Waivers must be in writing

Both parties agree to the terms above.
This MSA becomes effective upon execution.
Specific services will be provided under separate SOWs.
Provider: _________________ Date: _________
Client: _________________ Date: _________