Master Service Agreement Template for IT Services

MASTER SERVICE AGREEMENT (MSA)

Document ID: TR-[8829401]
Effective Date: [____/____/2026]

INSTRUCTIONS FOR USE

• Completion: This document must be completed by the authorized representative of the Service Provider in consultation with the Client. All bracketed fields must be populated with specific business terms.
• Filing & Retention: Upon execution, provide one original to each party. Retain a digital and physical copy for a minimum of 7 years post-contract termination to satisfy audit and liability requirements.
• Mandatory Attachments: This MSA is incomplete without one or more Statements of Work (SOW) attached as Exhibit A, which define specific project scopes, fees, and timelines.

1. PARTIES

This Agreement is entered into by and between:

• Service Provider: [__________] ("Provider"), having its principal place of business at [__________].
• Client: [__________] ("Client"), having its principal place of business at [__________].

2. SERVICES & SOW

Provider shall perform the IT services described in attached Statements of Work (SOWs). Each SOW shall be deemed incorporated into this Agreement. In the event of a conflict between this MSA and an SOW, the terms of this MSA shall prevail unless the SOW explicitly states otherwise.

3. TERM & TERMINATION

• Term: This Agreement commences on the Effective Date and remains in effect for [__________] months, unless terminated earlier.
• Termination for Convenience: Either party may terminate this Agreement with [__________] days' written notice.
• Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to cure such breach within [__________] days of notice.

4. FEES & PAYMENT

• Compensation: Client shall pay Provider for services as set forth in the applicable SOW.
• Invoicing: Invoices are issued [__________] (e.g., Monthly/Milestone).
• Payment Terms: Net [__________] days from receipt of invoice. Late payments shall accrue interest at [__________]% per month.

5. INTELLECTUAL PROPERTY & DATA

• Work Product: Upon full payment, all custom deliverables created specifically for Client shall be "Work Made for Hire."
• Pre-existing IP: Each party retains ownership of all intellectual property existing prior to the Effective Date.
• Data Security: Provider agrees to implement industry-standard safeguards as specified in the Security Addendum (Exhibit B).

6. CONFIDENTIALITY

"Confidential Information" includes all non-public technical and business information. Parties agree to use such information solely for the performance of this Agreement and to protect it with the same degree of care as their own proprietary information.

7. LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for any indirect, incidental, or consequential damages. Total aggregate liability for either party shall not exceed [__________] (amount or basis of calculation).

8. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of [__________]. Any disputes arising from this Agreement shall be settled via: [ ] Mandatory Arbitration [ ] Litigation in the courts of [__________]

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.