Master Service Agreement Template, Free Download 2026

This MSA establishes the terms under which Provider shall provide professional services to Client, each as named above. In this MSA, the "Effective Date" means the date first written above. Specific services, deliverables, fees, and timelines shall be set forth in individual Statements of Work ("SOWs") executed by both parties and incorporated into this MSA.

Provider shall perform all services in a professional, workmanlike manner consistent with industry standards. Provider shall assign qualified personnel and may replace personnel with Client's reasonable consent.

Each SOW shall specify: (a) a description of the services; (b) the deliverables and their acceptance criteria; (c) the timeline; (d) the fees and payment terms; (e) any key personnel; and (f) any modifications to this MSA that apply to that SOW. If an SOW conflicts with this MSA, this MSA controls unless the SOW expressly states that it overrides a specific identified provision of this MSA.

Client shall pay the fees stated in each SOW. Provider shall invoice Client according to the payment schedule in the applicable SOW, and Client shall pay each undisputed invoice within [thirty (30)] days after receipt. Client shall notify Provider in writing of any disputed amount, with the basis for the dispute, before the invoice is due, and the parties shall work in good faith to resolve it. Late payments bear interest at the lesser of [1.5%] per month or the maximum rate permitted by applicable law.

"Work Product" means all deliverables, materials, documents, designs, specifications, software, source code, data, reports, and other works of authorship, inventions, and discoveries that Provider (including its employees, contractors, and agents) conceives, creates, develops, or first reduces to practice in the course of performing services under any SOW, together with all intellectual property rights therein. "Provider IP" means all intellectual property owned or licensed by Provider that (a) existed before the effective date of the applicable SOW, or (b) is developed by Provider independently of the services and without use of Client's Confidential Information, including Provider's tools, libraries, frameworks, methodologies, and know-how of general application.

To the extent any Work Product qualifies as a "work made for hire" within the meaning of 17 U.S.C. § 101, it shall be a work made for hire owned by Client upon creation. [CALIFORNIA: If Provider is an individual and California law may apply, delete the preceding sentence and begin the next sentence "Provider hereby irrevocably assigns". The parties do not intend any Work Product to be a work made for hire. Reason: under California Labor Code Section 3351.5(c), a signed work-made-for-hire agreement with an individual can make the commissioning party that individual's employer for workers' compensation and unemployment insurance purposes.] To the extent any Work Product does not so qualify, Provider hereby irrevocably assigns and transfers to Client all right, title, and interest in and to such Work Product, including all copyrights, patent rights, trade secret rights, and other intellectual property rights therein, effective [upon creation of the Work Product / upon Client's payment in full of the fees due under the applicable SOW]. Provider shall, at Client's reasonable expense, execute all instruments and take all further acts reasonably requested by Client to perfect, record, and enforce Client's ownership, and Provider shall obtain from each employee, contractor, and agent contributing to the Work Product a written assignment sufficient to give effect to this Section. Provider waives, to the fullest extent permitted by applicable law, all moral rights and rights of attribution or integrity in the Work Product.

Provider retains all right, title, and interest in and to Provider IP. To the extent any Provider IP is incorporated into, or is reasonably necessary to use, the Work Product, Provider grants Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid license, sublicensable to Client's affiliates, contractors, and end users, to use, reproduce, modify, distribute, and create derivative works of such Provider IP solely as embodied in or used with the Work Product.

If the assignment in Section 4.2 is held ineffective or unenforceable as to any Work Product, Provider grants Client an exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, reproduce, modify, distribute, publicly perform and display, and create derivative works of that Work Product for any purpose, to the fullest extent permitted by applicable law.

"Confidential Information" means non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, customer and supplier information, pricing, technical data, source code, and the terms of any SOW. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use the Disclosing Party's Confidential Information solely to perform its obligations or exercise its rights under this MSA and the SOWs, and shall protect it using at least the degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its employees, contractors, and professional advisers who need to know it for those purposes and who are bound by confidentiality obligations at least as protective as this Article, and the Receiving Party is responsible for any breach by them. These obligations survive for [three (3)] years after termination, and with respect to trade secrets, for so long as the information remains a trade secret under applicable law. A Receiving Party compelled by law or valid legal process to disclose Confidential Information may do so after giving the Disclosing Party prompt notice, to the extent legally permitted, and reasonable cooperation in seeking protective treatment.

Each party represents and warrants that it has the legal right and authority to enter into this MSA and each SOW and to perform its obligations under them. Provider further represents and warrants that: (a) the services shall be performed in a professional and workmanlike manner by qualified personnel in accordance with generally accepted industry standards; (b) the Work Product shall conform in all material respects to the specifications and acceptance criteria in the applicable SOW; (c) the Work Product and services, excluding materials supplied by Client, shall not infringe, misappropriate, or violate any third party's intellectual property rights; and (d) Provider shall comply with all applicable laws in performing the services.

If any service or Work Product fails to conform to the warranties in Section 6.1 and Client notifies Provider in writing within [thirty (30)] days after delivery (or any longer warranty period stated in the applicable SOW), Provider shall, at its own expense, promptly re-perform the nonconforming services or correct the nonconforming Work Product. If Provider cannot do so within a reasonable time, Client may terminate the applicable SOW for cause and receive a refund of the fees paid for the nonconforming services or Work Product.

EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA OR AN SOW, PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Provider's breach of this MSA or any SOW; (b) the negligence or willful misconduct of Provider or its personnel; or (c) any claim that the Work Product or services, excluding materials supplied by Client, infringe or misappropriate a third party's intellectual property rights.

Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against all third-party claims, and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Client's breach of this MSA or any SOW; (b) the negligence or willful misconduct of Client or its personnel; or (c) any claim that materials supplied by Client infringe or misappropriate a third party's intellectual property rights.

The party seeking indemnification shall: (a) give the indemnifying party prompt written notice of the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party shall not settle any claim in a manner that imposes liability or obligations on the indemnified party without its prior written consent; and (c) provide reasonable cooperation at the indemnifying party's expense. A delay in giving notice relieves the indemnifying party of its obligations only to the extent the delay materially prejudices it. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS MSA OR ANY SOW, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VII, (B) EITHER PARTY'S BREACH OF ARTICLE V (CONFIDENTIALITY), (C) EITHER PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, OR (D) CLIENT'S OBLIGATION TO PAY FEES DUE, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA AND ALL SOWS SHALL NOT EXCEED THE GREATER OF [$__________] OR THE TOTAL FEES PAID OR PAYABLE UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE [TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of their bargain.

This MSA takes effect on the Effective Date and shall continue for an initial term of [______] years. It then renews automatically for successive [one (1)]-year terms unless either party gives written notice of non-renewal at least [ninety (90)] days before the end of the then-current term. Either party may terminate this MSA or any SOW (a) for cause, if the other party materially breaches this MSA or that SOW and fails to cure the breach within [thirty (30)] days after receiving written notice describing it, or (b) for convenience, on at least [sixty (60)] days' written notice to the other party.

Termination of this MSA shall not terminate any SOW then in effect unless the termination notice so states; each SOW not terminated shall continue to be governed by this MSA until it is completed or terminated. On termination of this MSA or any SOW for any reason, (a) Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination, (b) Provider shall deliver to Client all Work Product, whether complete or in progress, for which Client has paid, and (c) each party shall return or destroy the other party's Confidential Information, except as required to be retained by law.

Article III (as to amounts accrued before termination), Articles IV, V, VII, VIII, X, and XI, Sections 6.2 and 6.3, and this Section shall survive expiration or termination of this MSA.

This MSA and each SOW shall be governed by and construed in accordance with the laws of the State of [_____________], without regard to its conflict of laws principles. Any dispute arising out of or relating to this MSA or any SOW shall be resolved [by binding arbitration administered by [the American Arbitration Association under its Commercial Arbitration Rules / JAMS under its Comprehensive Arbitration Rules] in [____________], and judgment on the award may be entered in any court of competent jurisdiction / exclusively in the state or federal courts located in [_____________] County, State of [_____________], and each party consents to the personal jurisdiction of those courts].

Independent Contractor. Provider is an independent contractor. Nothing in this MSA creates a partnership, joint venture, agency, or employment relationship between the parties. Provider is solely responsible for the compensation, benefits, and taxes of its personnel and has no authority to bind Client.

Assignment. Neither party may assign this MSA or any SOW without the other party's prior written consent, except that either party may assign this MSA and all SOWs without consent to a successor in a merger, acquisition, or sale of all or substantially all of its assets, provided the successor assumes all obligations under them. Any assignment in violation of this Section is void.

Notices. Notices under this MSA shall be in writing and delivered by hand, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the mailing addresses set forth in the opening paragraph of this MSA, or to another address a party designates by notice. A notice is effective on receipt or on refusal of delivery.

Severability; Waiver. If any provision of this MSA is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions shall remain in effect. No waiver is effective unless in writing, and no waiver of one breach is a waiver of any other breach.

Entire Agreement; Amendment; Counterparts. This MSA, together with all SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings on that subject. This MSA may be amended only by a written instrument signed by both parties. This MSA and any SOW may be signed in counterparts, and electronic signatures have the same effect as original signatures.