master service agreement template word

Master Services Agreement

Instructions for Use

• Review all bracketed fields carefully and replace them with the specific details relevant to your business relationship.
• Ensure that the "Statement of Work" (SOW) or "Order Form" is attached as an exhibit, as this document governs the overarching terms while the SOW defines the specific project scope.
• Have both parties sign two identical originals; each party should retain one fully executed copy for their records.

1. Parties and Definitions

This Master Services Agreement ("Agreement") is entered into as of [Date] (the "Effective Date") by and between:

Service Provider: [Full Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Full Business Address] ("Provider").

Client: [Full Legal Name], a [State of Incorporation] [Entity Type], with its principal place of business at [Full Business Address] ("Client").

"Services" shall mean the professional services described in one or more Statements of Work ("SOW") executed by the parties, which are incorporated herein by reference.

2. Term and Termination

2.1 Term: This Agreement commences on the Effective Date and continues for a period of [Number] years, unless terminated earlier. 2.2 Termination for Convenience: Either party may terminate this Agreement upon [Number] days’ prior written notice to the other party. 2.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party commits a material breach and fails to cure such breach within [Number] days of receiving written notice.

3. Fees and Payment

3.1 Fees: Client shall pay Provider the fees set forth in the applicable SOW. 3.2 Invoicing: Provider shall invoice Client [Monthly / Upon Completion]. Invoices are due and payable within [Number] days of the invoice date. 3.3 Late Payments: Any undisputed amounts not paid when due shall bear interest at the rate of [Number]% per month or the maximum rate permitted by law.

4. Intellectual Property

4.1 Work Product: Upon full payment of all fees, all deliverables specifically created for Client under an SOW shall be deemed "work made for hire" and shall become the property of the Client. 4.2 Pre-existing IP: Each party retains all right, title, and interest in its own pre-existing intellectual property, tools, and methodologies.

5. Confidentiality

Each party agrees to hold in confidence all non-public information received from the other party and to use such information only for the purpose of performing its obligations under this Agreement. This obligation survives for [Number] years following the termination of this Agreement.

6. Limitation of Liability

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for any indirect, incidental, or consequential damages. The total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider in the [Number]-month period preceding the claim.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of [State]. Any disputes arising under this Agreement shall be resolved through binding arbitration in [City, State] in accordance with the rules of the [Arbitration Association Name].

8. Miscellaneous

8.1 Entire Agreement: This document and all attached SOWs constitute the entire agreement between the parties. 8.2 Amendments: No amendment to this Agreement shall be effective unless in writing and signed by both parties. 8.3 Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

Signature and Acknowledgment

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Service Provider Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

Client Signature: __________ Printed Name: [Name] Title: [Title] Date: [Date]

Legal Disclaimer: This document is a general framework intended for informational purposes. It does not constitute legal advice. You must consult with qualified legal counsel in your jurisdiction to ensure this agreement complies with local laws and addresses your specific business requirements.