Master Service Agreement Template Download

MASTER SERVICE AGREEMENT (MSA)

Document ID: TR-882941-X
Effective Date: [____/____/2026]

Instructions for Use

• Completion: This form must be completed by the Authorized Representative of the Service Provider and the Client. All bracketed fields must be populated with specific operational data.
• Attachments: Mandatory attachments include "Exhibit A: Statement of Work (SOW)" and "Exhibit B: Service Level Agreement (SLA)." No agreement is valid without these cross-referenced documents.
• Retention: This original signed document must be filed in the Corporate Records Repository and retained for a period of seven (7) years following the expiration of the final SOW.

1. PARTIES

This Master Service Agreement is entered into by and between: Service Provider: [__________] ("Provider")
Client: [__________] ("Client")

2. SERVICES AND SOW

Provider shall perform the services described in individual Statements of Work ("SOW") executed by both parties. Each SOW shall incorporate the terms of this MSA by reference.

• Priority: In the event of a conflict between the MSA and an SOW, the MSA shall prevail unless the SOW explicitly states the section of the MSA being superseded.

3. FEES AND PAYMENT

• Fees: As specified in the applicable SOW.
• Invoicing: Invoices shall be submitted [__________] (e.g., Monthly/Milestone).
• Payment Terms: Net [__________] days from receipt of undisputed invoice.
• Late Fees: Interest shall accrue at [__________]% per annum on overdue balances.

4. TERM AND TERMINATION

• Initial Term: Commencing on the Effective Date and continuing for [__________] months.
• Termination for Convenience: Either party may terminate with [__________] days written notice.
• Termination for Cause: Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure within [__________] days.

5. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary information. The Receiving Party shall:

• Protect the information with the same degree of care as its own;
• Use the information solely for the purpose of fulfilling the SOW;
• Limit disclosure to employees/contractors with a "need to know."

6. INTELLECTUAL PROPERTY

• Pre-existing IP: Each party retains ownership of its pre-existing materials.
• Work Product: Upon full payment, all Deliverables created specifically for Client under an SOW shall be considered "Work Made for Hire."

7. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED: [__________] (Currency/Amount).

8. GOVERNING LAW

This Agreement shall be governed by the laws of the State of: [__________].

9. EXECUTION

Service Provider
Signature: _________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

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.