master service agreement template word free

Master Services Agreement

Instructions for Use

• Fill in all bracketed information, ensuring that legal entity names match official state registration records.
• Review the "Scope of Services" and "Compensation" sections carefully to ensure they accurately reflect the specific commercial arrangement.
• Consult with your legal department or external counsel before execution to ensure compliance with local governing laws and industry-specific regulations.

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 of Service Provider], a [State of Incorporation] [Entity Type, e.g., LLC/Corporation] with its principal place of business at [Full Business Address] ("Provider").

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

2. Services and Statements of Work

2.1 Scope of Services. Provider shall perform the services described in one or more Statements of Work ("SOW") executed by both parties. Each SOW shall incorporate the terms of this Agreement by reference. 2.2 Conflict. In the event of a conflict between this Agreement and an SOW, the terms of this Agreement shall prevail unless the SOW expressly states that it modifies a specific provision of this Agreement.

3. Compensation and Payment

3.1 Fees. Client shall pay Provider the fees set forth in the applicable SOW. 3.2 Invoicing. Provider shall submit invoices [Monthly/Upon Completion]. Payment is due within [Number] days of receipt of a valid invoice. 3.3 Late Payments. Overdue payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate permitted by law, whichever is lower.

4. Term and Termination

4.1 Term. This Agreement commences on the Effective Date and continues for a period of [Number] year(s) unless terminated earlier. 4.2 Termination for Cause. Either party may terminate this Agreement upon [Number] days’ written notice if the other party commits a material breach and fails to cure such breach within the notice period. 4.3 Termination for Convenience. Either party may terminate this Agreement upon [Number] days’ written notice to the other party.

5. Confidentiality

Both parties agree to protect the other party's Confidential Information with the same degree of care as they use to protect their own confidential information of a similar nature, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes public knowledge through no fault of the receiving party.

6. Intellectual Property

Unless otherwise specified in an SOW, all deliverables created by Provider specifically for Client under this Agreement shall be considered "work made for hire" and shall become the exclusive property of Client upon full payment of all fees due.

7. 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 liability of either party under this Agreement shall not exceed the total fees paid by Client to Provider in the [Number] months preceding the claim.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflict of law principles.

Signature & Acknowledgment

By signing below, the parties represent that they have the authority to bind their respective organizations to the terms of this Agreement.

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

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

Legal Disclaimer: This document is a general framework intended for informational purposes. It does not constitute legal advice. You should consult with qualified legal counsel in your jurisdiction to ensure this agreement meets your specific business needs and complies with all applicable local, state, and federal laws.