Example of a Master Service Agreement

MASTER SERVICE AGREEMENT

Document ID: TR-[__________]
Effective Date: [____/____/2026]

INSTRUCTIONS FOR USE

• Completion: Authorized representatives from both the Client and Service Provider must complete all bracketed fields. Review the Scope of Work (SOW) carefully as it serves as the governing operational document.
• Retention: This signed original must be archived in the corporate legal repository for a minimum period of 7 years post-termination.
• Attachments: Mandatory attachments include: (a) Exhibit A: Scope of Work; (b) Exhibit B: Fee Schedule; (c) Certificate of Insurance (COI).

1. PARTIES

This Agreement is entered into by and between: Provider: [] (Address: []) Client: [] (Address: [])

2. TERM & TERMINATION

• Term: This Agreement commences on the Effective Date and continues for a period of [__________] months/years.
• Termination: Either party may terminate for convenience with [__________] days’ written notice.
• Termination for Cause: Either party may terminate immediately upon material breach, provided the breaching party fails to cure within [__________] days of notice.

3. SERVICES & COMPENSATION

• Scope: The services shall be defined in the attached Exhibit A.
• Fees: Client shall pay Provider at the rates set forth in Exhibit B.
• Payment Terms: Net [__________] days from receipt of invoice.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other. The Receiving Party shall:

• Use the same degree of care as its own confidential information.
• Limit disclosure to employees/contractors with a "need to know."
• Return or destroy all materials upon contract expiration.

5. INTELLECTUAL PROPERTY

• Pre-existing IP: Each party retains ownership of their respective pre-existing IP.
• Work Product: All deliverables created specifically for the Client shall be deemed "Work Made for Hire" and shall be the sole property of the Client upon full payment of fees.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

• Indemnity: Each party agrees to indemnify and hold harmless the other from third-party claims arising from gross negligence or willful misconduct.
• Liability Cap: Except for indemnification obligations, total liability under this Agreement shall not exceed [__________] USD.

7. GOVERNING LAW

This Agreement shall be governed by the laws of the State/Province of []. Any disputes shall be resolved in the courts of [].

8. EXECUTION

For Service Provider:
Signature: __________________________
Printed Name: []
Title: []
Date: [____/____/2026]

For Client:
Signature: __________________________
Printed Name: []
Title: []
Date: [____/____/2026]

Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.