master service agreement template word pdf

Professional Services Master Agreement

Instructions for Use

• Fill in all bracketed fields with the specific information relevant to your business relationship.
• Ensure that the "Statement of Work" (SOW) is attached as an exhibit for every specific project to define scope, fees, and timelines.
• Review the governing law and dispute resolution sections to ensure they align with your jurisdiction and preferred venue.

1. Parties and Definitions

This Agreement is entered into on [Date] by and between: Service Provider: [Full Legal Name], located at [Full Address] ("Provider"). Client: [Full Legal Name], located at [Full Address] ("Client").

"Services" shall mean the professional services described in one or more Statements of Work ("SOW") executed by the parties. "Confidential Information" means any non-public, proprietary information disclosed by one party to the other.

2. Scope of Services

Provider shall perform the Services described in each SOW. Each SOW shall be governed by the terms of this Agreement. In the event of a conflict between this Agreement and an SOW, the terms of this Agreement shall prevail unless the SOW specifically references the section to be superseded.

3. Compensation and Payment

Client shall pay Provider the fees set forth in each SOW. Unless otherwise stated, all invoices are due within [Number] days of receipt. Late payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate permitted by law.

4. Term and Termination

This Agreement commences on [Start Date] and continues until terminated. Either party may terminate this Agreement with [Number] days' written notice. Upon termination, Client shall pay Provider for all services rendered up to the effective date of termination.

5. Confidentiality

Each party agrees to hold the other’s Confidential Information in strict confidence and to take reasonable precautions to protect such information. This obligation survives for [Number] years following the termination of this Agreement.

6. Intellectual Property

Unless otherwise agreed in an SOW, all deliverables created specifically for the Client shall be considered "work made for hire" and shall become the property of the Client upon full payment of all fees due.

7. Limitation of Liability

Except for indemnification obligations or breaches of confidentiality, 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 under the applicable SOW.

8. Governing Law

This Agreement shall be governed by the laws of the State of [State Name]. Any disputes shall be resolved in the courts located in [County], [State].

9. Entire Agreement

This document, including all attached SOWs, constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

Signature and Acknowledgment

By signing below, the parties acknowledge they have read, understood, and agreed to the terms of this Agreement.

For Service Provider: Signature: __________ Printed Name: [Full Name] Title: [Job Title] Date: [Date]

For Client: Signature: __________ Printed Name: [Full Name] Title: [Job Title] Date: [Date]

Disclaimer: This document is a general framework and does not constitute legal advice. You must consult with qualified legal counsel in your jurisdiction to ensure compliance with local laws and specific business requirements.