Master Service Agreement Template, Free Download 2026

This Master Service Agreement (this "MSA") establishes the terms under which [____________] ("Provider") shall provide professional services to [____________] ("Client"). 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) services description; (b) deliverables and acceptance criteria; (c) timeline; (d) fees and payment; (e) key personnel; (f) any MSA modifications. In case of conflict, the MSA controls unless the SOW expressly overrides with specific reference.

Fees shall be per SOW. Provider shall invoice per the SOW payment schedule. Client shall pay undisputed invoices within [thirty (30)] days. Late payments bear interest at [1.5%] per month or the maximum legal rate.

"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. 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.

Each party shall protect the other's Confidential Information with reasonable care. Disclosure limited to employees and contractors with a need to know, bound by confidentiality obligations. 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.

Provider warrants: (a) right to enter MSA; (b) professional performance; (c) deliverables conform to SOW specs; (d) no IP infringement. EXCEPT AS STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party indemnifies the other from third-party claims arising from: (a) breach of MSA; (b) negligence or willful misconduct; (c) IP infringement by their materials. Indemnified party must provide prompt notice and reasonable cooperation.

NEITHER PARTY LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. AGGREGATE LIABILITY CAPPED AT THE GREATER OF [$__________] OR TOTAL FEES UNDER THE APPLICABLE SOW IN THE PRECEDING [12] MONTHS. Exclusions: breaches of confidentiality, indemnification, willful misconduct.

MSA effective [____________], continuing for [______] years with automatic [one (1)]-year renewals unless [ninety (90)] days' notice of non-renewal. Either party may terminate for uncured material breach after [thirty (30)] days' notice or for convenience upon [sixty (60)] days' notice.

This MSA shall be governed by the laws of the State of [_____________]. Disputes resolved by [binding arbitration / litigation in _____________ County]. This MSA and all SOWs constitute the entire agreement. Amendments in writing only.