Master Service Agreement Template Construction

MASTER SERVICES AGREEMENT

Document ID: TR-MSA-001
Effective Date: [____/____/2026]

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INSTRUCTIONS FOR USE

• Completing the Form: Both the Client and the Service Provider must review each section. All bracketed fields must be completed prior to the execution of any Statement of Work (SOW).
• Filing & Retention: Upon execution, provide one original to the Legal Department and one to Finance. Records must be retained for a minimum of seven (7) years following the expiration or termination of the final SOW.
• Mandatory Attachments: Ensure all applicable SOWs, Service Level Agreements (SLAs), and Data Processing Addendums (DPAs) are appended to this Agreement as "Exhibit A," "Exhibit B," etc.

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1. PARTIES

This Master Services Agreement ("Agreement") is entered into by and between:

Client: [__________] (Company Name)
Address: [__________]
Contact: [__________]

Service Provider: [__________] (Company Name)
Address: [__________]
Contact: [__________]

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2. SCOPE OF SERVICES

The Provider shall perform services as defined in individual Statements of Work (SOW) issued under this Agreement. In the event of a conflict between this Agreement and an SOW, the terms of this Agreement shall prevail unless the SOW specifically references the section to be superseded.

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3. TERM AND TERMINATION

• Initial Term: This Agreement shall commence on the Effective Date and continue for a period of [__________] months/years.
• Renewal: This Agreement shall automatically renew for successive terms of [__________] unless either party provides written notice of non-renewal at least [__________] days prior to the end of the current term.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure such breach within [__________] days.

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4. FEES AND PAYMENT

• Payment Terms: Net [__________] days from the receipt of an undisputed invoice.
• Late Fees: Overdue payments shall accrue interest at a rate of [__________]% per month or the maximum rate permitted by law.
• Billing Address: [__________]

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5. CONFIDENTIALITY

"Confidential Information" means any data or information that is marked as confidential or should be reasonably understood to be confidential. The Receiving Party agrees to:

• Protect information with the same degree of care as its own.
• Use information solely for the purposes of performing services.
• Notify the Disclosing Party immediately of any unauthorized access.

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6. INTELLECTUAL PROPERTY

• Client Deliverables: All work product created specifically for the Client shall be considered "Work Made for Hire" and shall be the exclusive property of the Client upon full payment of fees.
• Provider Pre-existing IP: The Provider retains ownership of any pre-existing methodologies, software, or tools. The Provider grants the Client a non-exclusive, perpetual, royalty-free license to use such IP as integrated into the Deliverables.

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7. LIMITATION OF LIABILITY

Except for claims arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for any indirect, incidental, or consequential damages. The total liability under this Agreement shall not exceed the total fees paid by the Client in the [__________] months preceding the claim.

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8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [__________].

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9. EXECUTION

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

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

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