Master Services Agreement (MSA)

This Master Services Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

Client: [CLIENT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [CLIENT ADDRESS] ("Client")

Service Provider: [PROVIDER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [PROVIDER ADDRESS] ("Provider")

(Each a "Party" and collectively the "Parties").

1. Services & Statements of Work

Scope: Provider shall perform services as described in one or more Statements of Work ("SOWs") executed by both Parties. Each SOW shall reference this Agreement and incorporate its terms.

SOW Contents: Each SOW shall specify: - Detailed description of Services - Deliverables and acceptance criteria - Timeline and milestones - Fees and payment schedule - Service Level Agreement (SLA) if applicable - Project-specific assumptions and dependencies

Priority: In case of conflict between this Agreement and an SOW, the SOW governs for that specific engagement.

2. Term

Agreement Term: [INITIAL TERM, e.g., 12 months] from Effective Date, auto-renewing for successive [RENEWAL TERM] periods unless either Party provides written notice of non-renewal [NOTICE PERIOD, e.g., 30] days before expiration.

SOW Term: Each SOW has its own term as specified therein. SOWs survive Agreement expiration/termination until completed or separately terminated.

3. Fees & Payment

Fee Structure: As specified in each SOW. May include: - Time & Materials (rate card attached as Exhibit A) - Fixed Fee per deliverable/milestone - Monthly retainer - Hybrid model

Invoicing: [MONTHLY / UPON MILESTONE / BI-WEEKLY]

Payment Terms: Net [15/30] days from invoice receipt.

Late Payment: 1.5%/month interest (or maximum allowed by law). Provider may suspend Services for invoices >30 days overdue.

Expenses: Pre-approved reasonable travel, materials, third-party costs. Receipts required for expenses >$25. Expense cap per SOW.

Taxes: Fees exclude taxes. Client responsible for applicable sales/use/VAT taxes.

4. Service Levels (SLA)

Applicability: SLAs defined per SOW. May include: - Availability/Uptime: [e.g., 99.9%] monthly - Response Time: [e.g., 1 hour for Critical, 4 hours for High, 1 business day for Medium] - Resolution Time: [e.g., 4 hours Critical, 1 business day High, 3 business days Medium] - Service Credits: [e.g., 5% monthly fee per 0.1% below uptime target, capped at 20% monthly fee]

Exclusions: Scheduled maintenance, force majeure, Client-caused issues, third-party dependencies.

Reporting: Provider delivers monthly SLA report.

5. Intellectual Property

Client IP (Deliverables): All work product, deliverables, reports, code, designs, documentation created by Provider under this Agreement ("Deliverables") — Client owns upon full payment of applicable SOW fees.

Provider IP (Retained): Provider retains all rights to: - Pre-existing methodologies, frameworks, tools, libraries, templates - Know-how, processes, general expertise - Aggregated/anonymized data not identifying Client

License to Provider IP: Client receives perpetual, non-exclusive, worldwide, royalty-free license to use Provider IP solely as embedded in Deliverables.

Third-Party IP: Provider shall not incorporate third-party IP without Client's prior written consent (except open-source with compatible licenses).

6. Confidentiality

Definition: Non-public information disclosed by either Party, including business plans, technical data, customer lists, pricing, trade secrets.

Obligations: - Use only for performing Services - Protect with reasonable care (at least same as own) - Limit access to need-to-know personnel bound by confidentiality - No disclosure without consent (except legal requirement with notice)

Exceptions: Public domain, independently developed, rightfully from third party, legal compulsion.

Data Protection: Provider complies with applicable privacy laws. Data Processing Addendum attached if personal data processed.

Survival: 3 years post-termination (perpetual for trade secrets).

Return/Destruction: Upon request or termination, return/destroy Confidential Information, certify compliance. One archival copy permitted for legal compliance.

7. Limitation of Liability

CAP: Each Party's total liability limited to fees paid/payable by Client in 12 months preceding claim.

EXCLUDED DAMAGES: No liability for indirect, incidental, special, consequential, punitive damages, or lost profits/data/business.

CARVE-OUTS (Cap does not apply): - IP infringement - Confidentiality breach - Data protection violations - Fraud / willful misconduct - Indemnification obligations - Payment obligations

Insurance: Provider maintains: - Professional Liability (E&O): $[1M] minimum - General Liability: $[1M] minimum - Cyber Liability: $[1M] minimum (if handling Client data) - Workers' Compensation: as required by law

8. Term & Termination

Termination for Convenience: Either Party may terminate this Agreement with [30/60/90] days written notice.

Termination for Cause: Either Party may terminate with [15/30] days written notice if other Party materially breaches and fails to cure within notice period. Immediate termination for insolvency/bankruptcy.

Effect on Active SOWs: - Termination for Convenience: Active SOWs continue to completion unless separately terminated - Termination for Cause: Non-breaching Party may terminate active SOWs immediately

Transition Obligations (30 days post-termination): - Provider delivers all work-in-progress, Deliverables, documentation - Provider provides knowledge transfer and reasonable cooperation - Client pays for Services through termination date - Client returns/destroys Provider Confidential Information

Surviving Sections: 5, 6, 7, 8, 9, 10, 11, 12.

9. Change Orders

Process: Any change to SOW scope, timeline, or fees requires a written Change Order signed by both Parties.

Change Order Contents: - Description of change - Impact on timeline - Impact on fees (additional/reduced) - Impact on SLAs/deliverables - Effective date

Emergency Changes: Provider may implement critical fixes without prior Change Order, but must document and seek ratification within 5 business days.

10. Indemnification

Provider Indemnifies Client against third-party claims arising from: - Provider's negligence or willful misconduct - IP infringement by Deliverables - Breach of confidentiality - Violation of applicable law

Client Indemnifies Provider against third-party claims arising from: - Client's use of Deliverables beyond licensed scope - Client-provided materials/content - Client's breach of this Agreement

Procedure: Indemnified Party promptly notifies, grants control of defense, provides reasonable cooperation. Indemnifying Party may not settle without consent (not unreasonably withheld) unless settlement includes full release and no admission of fault.

11. Warranties & Disclaimers

Provider Warranties: - Services performed in professional, workmanlike manner - Deliverables conform to SOW specifications - No knowing IP infringement - Compliance with applicable laws

DISCLAIMER: EXCEPT AS EXPRESSLY WARRANTED, SERVICES AND DELIVERABLES PROVIDED "AS IS." NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. General Provisions

Governing Law: [STATE] law, without regard to conflict of laws.

Dispute Resolution: Good faith negotiation (30 days) → Mediation in [CITY, STATE] → Binding arbitration (AAA/JAMS rules).

Independent Contractor: Provider is independent contractor. No employment, partnership, agency, joint venture.

Assignment: Neither Party may assign without prior written consent (except to affiliate or successor in merger/acquisition).

Force Majeure: Excused performance for events beyond reasonable control.

Notices: Via email to addresses above, effective upon receipt.

Entire Agreement: This Agreement + SOWs + Exhibits = complete understanding.

Amendments: Only in writing signed by both Parties.

Severability: Unenforceable provisions severed; remainder stays in effect.

Counterparts: Electronic signatures valid.

Signatures

CLIENT By: ____ Name: ___ Title: ____ Date: ___

SERVICE PROVIDER By: ____ Name: ___ Title: ____ Date: ___

Exhibit A: Rate Card

Exhibit B: Data Processing Addendum (if applicable)

[ATTACH IF PERSONAL DATA PROCESSED]