Master Services Agreement

Educational template — not legal advice. This template is a starting point only. Have a qualified lawyer review and adapt it before you sign or rely on it. PropoDoc is not a law firm.

Provider: [Provider legal name, entity type, and registered address] Client: [Client legal name, entity type, and registered address] Effective date: [Date]

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1. Parties

This Master Services Agreement (the "Agreement") is made between [Provider legal name] ("Provider") and [Client legal name] ("Client").

[Note: use full legal entity names exactly. Confirm with your lawyer that the named entities are the ones you intend to bind.]

2. Services and Statements of Work

This Agreement sets the master terms governing the relationship. The specific services the Provider performs will be described in one or more Statements of Work (each, a "SOW") issued and signed under this Agreement. Each SOW incorporates the terms of this Agreement.

Order of precedence: if a SOW conflicts with this Agreement, this Agreement governs except where the SOW expressly states the commercial detail it is meant to set (such as that project's fees, schedule, and deliverables).

[Note: keep the master terms general and push project-specific detail into the SOW. Have your lawyer confirm the precedence wording reads the way you intend.]

3. Term

This Agreement begins on the effective date and continues until terminated under clause 9. [Or: continues for an initial period of (term) and then until terminated.] The term of any individual SOW is set in that SOW and is separate from the term of this Agreement.

4. Fees and payment

• Fees: the fees for each engagement are set in the relevant SOW.
• Invoicing: [when invoices are issued and the payment window, e.g., invoices issued monthly, due within 14 days].
• Late payment: [state any interest or fee on overdue amounts].
• Expenses and taxes: [state who covers approved expenses and whether fees are inclusive or exclusive of tax].

[Note: ask your lawyer about local rules on late-payment interest and tax handling.]

5. Intellectual property

[State who owns the work product and when ownership transfers — e.g., the Client owns deliverables on full payment, and the Provider retains its pre-existing tools and methods, granting the Client a licence to use them as part of the deliverables.]

[Note: IP ownership and licence terms vary widely — have your lawyer tailor this to your work.]

6. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform this Agreement and the SOWs under it. This obligation continues for [period] after the relationship ends.

7. Warranties

The Provider warrants that the services will be performed with reasonable skill and care. [State any other limited warranties, and the disclaimer of broader implied warranties, as advised by your lawyer.]

8. Limitation of liability and indemnity

[State the liability cap and any indemnities. These clauses allocate significant financial risk and should be drafted and reviewed by a qualified lawyer. Do not rely on placeholder wording here.]

9. Termination

• For convenience: [e.g., either party may terminate this Agreement with 30 days' written notice].
• For cause: [e.g., either party may terminate immediately on a material, uncured breach].
• Open SOWs: [state what happens to active SOWs when this Agreement ends — e.g., they run to completion under these terms, or terminate with it].
• On termination: [state what is owed and what is returned].
• Survival: [list clauses that survive — typically confidentiality, IP, and accrued fees].

10. Governing law and general

• Governing law: [jurisdiction]
• Dispute resolution: [e.g., negotiation, then mediation, then the courts of the governing jurisdiction]
• Assignment: [whether either party may assign this Agreement].
• Force majeure: [how events beyond either party's control are handled].
• Amendments: [how the Agreement can be changed — usually only in writing, signed by both parties].

[Note: this general section decides which law and court apply to any dispute. Confirm all of it with your lawyer.]

11. Signatures

Provider: ______________________ Name: [ ] Title: [ ] Date: ____________

Client: ______________________ Name: [ ] Title: [ ] Date: ____________