Master Services Agreement (MSA)

This Master Services Agreement (“Agreement”) is made on [DATE] between [PROVIDER NAME] (“Provider”), of [ADDRESS], and [CLIENT NAME] (“Client”), of [ADDRESS].

1. Services. The Provider shall provide services to the Client as described in one or more Statements of Work (“SOWs”) executed under this Agreement. Each SOW is incorporated into and governed by this Agreement.

2. Order of Precedence. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states otherwise.

3. Fees and Payment. Fees are set out in each SOW. Invoices are payable within [NUMBER] days. Late amounts may accrue interest at [RATE]% per month or the maximum allowed by law.

4. Term. This Agreement begins on [DATE] and continues for [NUMBER] years, renewing automatically for successive [NUMBER]-year terms unless either Party gives [NUMBER] days’ written notice.

5. Termination. Either Party may terminate this Agreement or any SOW for material breach not cured within [NUMBER] days of written notice. The Client shall pay for Services performed up to termination.

6. Confidentiality. Each Party shall protect the other’s confidential information and use it only to perform this Agreement.

7. Intellectual Property. Unless an SOW states otherwise, deliverables created for the Client become the Client’s property upon full payment; each Party retains its pre-existing IP.

8. Warranties. The Provider warrants that Services will be performed in a professional and workmanlike manner.

9. Limitation of Liability. Except for confidentiality breaches, indemnity obligations, or gross negligence, neither Party’s aggregate liability shall exceed the fees paid under the applicable SOW in the [NUMBER] months preceding the claim. Neither Party is liable for indirect or consequential damages.

10. Indemnification. Each Party shall indemnify the other against third-party claims arising from its own negligence, wilful misconduct, or breach of this Agreement.

11. Independent Contractors. The Parties are independent contractors.

12. Governing Law. This Agreement is governed by the laws of [GOVERNING LAW / JURISDICTION].

13. Entire Agreement. This Agreement and its SOWs are the entire agreement between the Parties.

Provider: __________________ Name: [NAME] Title: [TITLE] Date: ________ Client: __________________ Name: [NAME] Title: [TITLE] Date: ________