Master Service Agreement Template for Software Development

Master Service Agreement

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

Instructions for Use

• Completion: This Master Service Agreement (MSA) is to be completed by the Client and Service Provider representatives. All bracketed [__________] fields must be accurately filled, and [ ] Option checkboxes marked as applicable. Statements of Work (SOWs) will be attached as Exhibit A.
• Filing & Retention: Once executed, retain a signed original copy for a minimum of seven (7) years following the termination or expiration of the Agreement, plus any period required by specific regulatory bodies governing the software development industry or client data retention. Store securely.
• Mandatory Attachments: Each executed SOW (Exhibit A), any Change Orders (Exhibit B), and a detailed Pricing Schedule (Exhibit C) must be attached and referenced.

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This Master Service Agreement (the "Agreement"), effective as of the Effective Date, is entered into by and between:

CLIENT: Name: [] Legal Entity Type: [] Registered Address: [] City: [________] State/Province: [] Postal Code: [________] Country: [] Email: [] Attn: [] (Title: [______])

(hereinafter referred to as the "Client")

AND

SERVICE PROVIDER: Name: [] Legal Entity Type: [] Registered Address: [] City: [________] State/Province: [] Postal Code: [________] Country: [] Email: [] Attn: [] (Title: [______])

(hereinafter referred to as the "Service Provider")

Client and Service Provider may hereinafter be referred to individually as a "Party" and collectively as the "Parties."

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RECITALS

WHEREAS, Client desires to engage Service Provider to provide software development, maintenance, and related services;

WHEREAS, Service Provider is experienced in providing such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE 1: DEFINITIONS

1.1. "Agreement" means this Master Service Agreement, including all exhibits, schedules, and Statements of Work incorporated herein by reference.

1.2. "Change Order" means a written document executed by both Parties to amend an SOW, detailing changes to the scope, deliverables, timeline, or fees.

1.3. "Client Materials" means any materials, content, data, or intellectual property provided by Client to Service Provider for use in performing the Services.

1.4. "Confidential Information" means all non-public information, whether commercial, financial, technical, or otherwise, disclosed by one Party to the other, whether orally, visually, in writing, or by any other means, identified as confidential or which, by its nature, would reasonably be understood to be confidential.

1.5. "Deliverables" means all software, code, designs, documentation, test plans, reports, or other work product developed by Service Provider and delivered to Client under an SOW.

1.6. "Intellectual Property Rights" means all present and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, and other proprietary rights recognized by law.

1.7. "Open Source Software" means any software licensed under terms that permit or require the software, or modifications to the software, to be freely used, modified, and distributed, such as licenses approved by the Open Source Initiative (OSI).

1.8. "Services" means the software development, design, maintenance, support, consulting, and other related services to be provided by Service Provider to Client as described in a Statement of Work.

1.9. "Statement of Work" or "SOW" means a document executed by both Parties that describes the specific Services to be performed, Deliverables, timelines, fees, and other terms for a particular project. Each SOW shall be attached as Exhibit A to this Agreement.

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ARTICLE 2: SCOPE OF SERVICES

2.1. General: Service Provider shall provide Services to Client as mutually agreed upon and detailed in separate Statements of Work (SOWs). Each SOW shall be governed by the terms and conditions of this Agreement. In the event of a conflict between the terms of this Agreement and an SOW, the terms of this Agreement shall prevail, unless the SOW explicitly states an intent to supersede a specific provision of this Agreement.

2.2. Statements of Work: Each SOW shall include, at a minimum: * A detailed description of the Services. * Specific Deliverables and acceptance criteria. * Project timelines and milestones. * Payment terms and pricing for the specific SOW. * Key personnel roles and responsibilities. * Any specific warranties or service levels applicable to that SOW.

2.3. Change Orders: Any changes to an SOW must be agreed upon in writing by both Parties through a formal Change Order, which shall be attached as Exhibit B. Changes may impact scope, schedule, and fees.

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ARTICLE 3: SERVICE PROVIDER RESPONSIBILITIES

3.1. Performance: Service Provider shall perform the Services in a professional and workmanlike manner, in accordance with industry standards, and comply with all applicable laws and regulations.

3.2. Personnel: Service Provider shall assign qualified personnel to perform the Services. Service Provider shall have sole discretion over the assignment, supervision, and compensation of its personnel.

3.3. Tools and Equipment: Service Provider shall provide all necessary tools, equipment, and facilities required to perform the Services, unless otherwise specified in an SOW.

3.4. Reporting: Service Provider shall provide Client with regular progress reports as specified in each SOW, or as otherwise reasonably requested by Client.

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ARTICLE 4: CLIENT RESPONSIBILITIES

4.1. Cooperation: Client shall cooperate fully with Service Provider and provide timely access to Client Materials, information, personnel, and resources as reasonably required for Service Provider to perform the Services.

4.2. Review and Approval: Client shall promptly review Deliverables and provide feedback or approvals within the timeframes specified in the SOW, or within a reasonable timeframe if not specified. Delays in Client's responsibilities may result in adjustments to timelines and fees.

4.3. Client Materials: Client represents and warrants that it has all necessary rights, licenses, and permissions to provide Client Materials to Service Provider for use in performing the Services, and that such use will not infringe upon the Intellectual Property Rights of any third party.

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ARTICLE 5: COMPENSATION AND PAYMENT TERMS

5.1. Fees: Client shall pay Service Provider the fees specified in each SOW and the attached Pricing Schedule (Exhibit C) for the Services rendered.

5.2. Invoicing: Service Provider shall invoice Client in accordance with the payment schedule set forth in each SOW. Unless otherwise specified, invoices are due and payable within [__________] days of receipt.

5.3. Expenses: Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in the performance of the Services. Such expenses shall be detailed in the SOW or subsequently approved in writing.

5.4. Taxes: All fees are exclusive of applicable taxes (e.g., sales, use, VAT, GST), which shall be the sole responsibility of the Client, unless Service Provider is required by law to collect them.

5.5. Late Payments: If Client fails to pay any amount due under this Agreement or an SOW by the due date, Service Provider may charge interest on the overdue amount at the rate of [__________]% per month or the maximum rate permitted by law, whichever is lower, from the date due until the date paid.

5.6. Payment Disputes: If Client disputes any portion of an invoice, Client must notify Service Provider in writing within [__________] days of receipt of the invoice, clearly identifying the disputed amount and the reason for the dispute. Client shall pay the undisputed portion of the invoice in accordance with this Article.

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ARTICLE 6: TERM AND TERMINATION

6.1. Term of Agreement: This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of [] years, unless terminated earlier in accordance with the provisions herein. Thereafter, this Agreement shall automatically renew for successive [] year periods, unless either Party provides written notice of non-renewal at least [__________] days prior to the end of the then-current term.

6.2. Term of SOWs: Each SOW shall commence on its effective date and terminate upon the completion of the Services described therein, unless terminated earlier in accordance with the SOW or this Agreement.

6.3. Termination for Cause: Either Party may terminate this Agreement or any SOW upon written notice to the other Party if the other Party materially breaches any provision of this Agreement or an SOW and fails to cure such breach within [__________] days after receiving written notice thereof.

6.4. Termination for Convenience: [ ] Client may terminate this Agreement or any SOW for convenience upon [] days' written notice to Service Provider. In such event, Client shall pay Service Provider for all Services performed and Deliverables provided up to the effective date of termination, plus any non-cancelable commitments and a reasonable termination fee of []% of the remaining SOW value, as liquidated damages. [ ] Service Provider may terminate this Agreement or any SOW for convenience upon [__________] days' written notice to Client. In such event, Service Provider shall be paid for all Services performed and Deliverables provided up to the effective date of termination.

6.5. Effect of Termination: Upon termination of this Agreement or an SOW: * Client shall pay all outstanding fees and expenses for Services performed up to the date of termination. * Service Provider shall immediately cease all Services and deliver to Client all completed Deliverables and Client Materials in its possession or control. * Each Party shall return or destroy (as directed by the disclosing Party) all Confidential Information of the other Party. * Sections 1, 7, 8, 9, 10, 11, and 13 shall survive any termination or expiration of this Agreement.

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ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

7.1. Ownership of Deliverables: Unless otherwise specified in an SOW, upon full payment of all fees due under the applicable SOW, all Intellectual Property Rights in the Deliverables created specifically for Client under that SOW shall be exclusively owned by Client. Service Provider hereby assigns, and agrees to assign, all such rights to Client.

7.2. Service Provider Background IP: Service Provider retains all Intellectual Property Rights in its pre-existing tools, methodologies, software, and other materials (collectively, "Service Provider Background IP") that are used in providing the Services or incorporated into the Deliverables. Service Provider grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, and display the Service Provider Background IP solely as necessary for Client's internal use and enjoyment of the Deliverables.

7.3. Client Materials: Client retains all Intellectual Property Rights in Client Materials. Client grants Service Provider a limited, non-exclusive, non-transferable, royalty-free license to use Client Materials solely for the purpose of performing the Services under this Agreement and relevant SOWs.

7.4. Open Source Software: If any Open Source Software is incorporated into the Deliverables, Service Provider shall identify such Open Source Software in the relevant SOW and comply with its applicable license terms. Service Provider shall ensure that the incorporation of Open Source Software does not materially impair Client's ownership rights or license to the Deliverables as described in Section 7.1.

7.5. No Implied Licenses: Except as expressly set forth herein, no other licenses are granted by either Party, by implication, estoppel, or otherwise.

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ARTICLE 8: CONFIDENTIALITY

8.1. Obligation of Confidentiality: Each Party (the "Receiving Party") agrees to protect the Confidential Information of the other Party (the "Disclosing Party") with at least the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall not disclose, copy, publish, or otherwise disseminate the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, nor use it for any purpose other than fulfilling its obligations under this Agreement.

8.2. Exclusions: Confidential Information does not include information that: * Is or becomes publicly known through no fault of the Receiving Party. * Was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party. * Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure. * Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. * Is disclosed pursuant to a court order or legal requirement, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek a protective order or other appropriate remedy.

8.3. Return of Information: Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify such destruction in writing.

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ARTICLE 9: WARRANTIES AND DISCLOSURES

9.1. Service Provider Warranties: Service Provider warrants that: * It has the necessary experience, expertise, and resources to perform the Services. * The Services will be performed in a professional and workmanlike manner, conforming to industry standards. * The Deliverables will substantially conform to the specifications set forth in the applicable SOW for a period of [__________] days from acceptance ("Warranty Period"). During the Warranty Period, Service Provider shall, at its own expense, correct any non-conformities reported by Client. * The Deliverables, as delivered, will not knowingly infringe upon the Intellectual Property Rights of any third party.

9.2. Client Warranties: Client warrants that: * It has the full power and authority to enter into this Agreement. * It owns or has obtained all necessary rights to provide Client Materials to Service Provider. * Client Materials will not infringe upon the Intellectual Property Rights of any third party.

9.3. Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND APPLICABLE SOWS, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE 10: INDEMNIFICATION

10.1. By Service Provider: Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging that the Deliverables, as delivered and used in accordance with this Agreement, infringe upon any Intellectual Property Right of such third party. This indemnification obligation does not apply to claims arising from: (a) Client's modification of the Deliverables, (b) use of Deliverables in combination with other software or hardware not provided or approved by Service Provider, (c) Client Materials, or (d) Client's failure to use updated or modified Deliverables provided by Service Provider to avoid infringement.

10.2. By Client: Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging that Client Materials infringe upon any Intellectual Property Right of such third party, or Client's breach of Article 4 or 9.2.

10.3. Procedures: The indemnifying Party's obligations are conditioned upon the indemnified Party: (a) giving prompt written notice of the claim; (b) granting sole control of the defense and settlement of the claim to the indemnifying Party (provided that the indemnifying Party may not settle any claim that imposes a material obligation on the indemnified Party without its prior written consent); and (c) providing reasonable cooperation, at the indemnifying Party's expense.

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ARTICLE 11: LIMITATION OF LIABILITY

11.1. Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Cap on Liability: IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3. Exclusions from Cap: The limitations of liability set forth in Section 11.2 shall not apply to: (a) a Party's indemnification obligations under Article 10, (b) a Party's breach of its confidentiality obligations under Article 8, (c) a Party's infringement or misappropriation of the other Party's Intellectual Property Rights, or (d) damages arising from a Party's gross negligence or willful misconduct.

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ARTICLE 12: DATA PROTECTION AND SECURITY

12.1. Data Handling: To the extent Service Provider processes any personal data on behalf of Client, Service Provider shall: (a) process such personal data only in accordance with Client's documented instructions; (b) ensure its personnel involved in processing are subject to confidentiality obligations; (c) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk; (d) assist Client in ensuring compliance with data protection laws; and (e) comply with any applicable data processing addendum attached hereto or incorporated by reference.

12.2. Security: Service Provider shall implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect Client Materials and Confidential Information from unauthorized access, use, modification, or disclosure.

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ARTICLE 13: GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [], Country of [], without regard to its conflict of laws principles.

13.2. Informal Resolution: The Parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or an SOW, or the breach, termination, or validity thereof ("Dispute"), first through informal negotiation between executives of both Parties who have authority to settle the Dispute.

13.3. Arbitration: If the Parties are unable to resolve the Dispute through informal negotiation within [] days, the Dispute shall be submitted to binding arbitration administered by [ ] American Arbitration Association (AAA) / [ ] JAMS / [ ] Other: [] in accordance with its commercial arbitration rules. The arbitration shall take place in [], []. The award rendered by the arbitrator(s) shall be final and binding upon the Parties, and judgment thereon may be entered in any court having jurisdiction thereof.

13.4. Equitable Relief: Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

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ARTICLE 14: FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, pandemics, or other causes beyond its reasonable control and without its fault or negligence (a "Force Majeure Event"). The Party affected by the Force Majeure Event shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

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ARTICLE 15: INDEPENDENT CONTRACTOR

Service Provider is an independent contractor, and nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Parties. Service Provider shall be solely responsible for the payment of all taxes, withholding, and other statutory obligations related to its personnel.

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ARTICLE 16: NON-SOLICITATION

During the term of this Agreement and for a period of [__________] months thereafter, neither Party shall, directly or indirectly, solicit for employment or engage as an independent contractor any employee or independent contractor of the other Party who was involved in the performance of the Services under this Agreement, without the prior written consent of the other Party.

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ARTICLE 17: ASSIGNMENT

Neither Party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without the other Party's consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

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ARTICLE 18: NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered personally, sent by certified or registered mail (postage prepaid, return receipt requested), or by reputable overnight courier service, or by email with confirmation of receipt, to the addresses specified at the beginning of this Agreement or to such other address as either Party may designate in writing from time to time.

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ARTICLE 19: ENTIRE AGREEMENT

This Agreement, including all SOWs, exhibits, and schedules attached hereto or incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral.

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ARTICLE 20: AMENDMENTS

No amendment, modification, or waiver of any provision of this Agreement or any SOW shall be effective unless in writing and signed by duly authorized representatives of both Parties.

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ARTICLE 21: SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

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EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Master Service Agreement as of the Effective Date.

CLIENT:

By: [____________________________________] Authorized Signature

Name: [__________________] Printed Name

Title: [__________________] Title

Date: [//2026]

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SERVICE PROVIDER:

By: [____________________________________] Authorized Signature

Name: [__________________] Printed Name

Title: [__________________] Title

Date: [//2026]

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EXHIBIT A: STATEMENTS OF WORK (SOWs)

Each SOW shall be sequentially numbered and formally incorporated herein by reference upon execution by both Parties.

• SOW-001: [Title of Project 1] - Effective Date: [//2026]
• SOW-002: [Title of Project 2] - Effective Date: [//2026]
• [Add additional SOWs as needed]

EXHIBIT B: CHANGE ORDERS

Each Change Order shall reference the SOW it modifies, be sequentially numbered, and formally incorporated herein by reference upon execution by both Parties.

• CO-001 (for SOW-001): [Description of Change 1] - Effective Date: [//2026]
• [Add additional Change Orders as needed]

EXHIBIT C: PRICING SCHEDULE

This schedule outlines standard rates or specific pricing models.

• Service Type: [e.g., Senior Developer Rate] - Rate: [____/hour or project fee]
• Service Type: [e.g., QA Engineer Rate] - Rate: [____/hour or project fee]
• Payment Model: [e.g., Time & Materials, Fixed Price, Milestone Payments]
• [Add specific pricing details, including currencies and any volume discounts or retainers]

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