Master Services Agreement Template

MASTER SERVICES AGREEMENT

Effective Date: [YYYY-MM-DD] Version: 1.0 Jurisdiction/Scope: [State/Country of Governing Law]

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OFFICIAL NOTICE / DISCLAIMER

THIS DOCUMENT IS A TEMPLATE AND NOT LEGAL ADVICE.

This Master Services Agreement (MSA) template has been prepared for general informational purposes only and is intended as a starting point for businesses to structure their service engagements. It includes common provisions deemed robust for a variety of service arrangements.

CRITICAL ADVISORY:

• This template is not a substitute for professional legal counsel.
• The legal landscape varies significantly by jurisdiction, industry, and specific business needs.
• You MUST consult with a qualified attorney in your jurisdiction before adapting, executing, or relying on this document. An attorney can ensure this MSA accurately reflects your specific circumstances, complies with all applicable laws and regulations (including local, state, federal, and international laws, e.g., data privacy regulations like GDPR, CCPA), and protects your interests adequately.
• Do not use this template without thorough review and customization by a legal professional. Failure to do so may result in an unenforceable agreement, unforeseen liabilities, or significant legal and financial risks.
• The creators and distributors of this template disclaim all liability for any loss, damage, or consequence arising from the use or misuse of this document.

By proceeding to use this template, you acknowledge and agree to this disclaimer.

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PARTIES & DEFINITIONS

This MASTER SERVICES AGREEMENT ("MSA" or "Agreement"), effective as of the Effective Date, is entered into by and between:

SERVICE PROVIDER: [Full Legal Name of Service Provider Entity], a [Type of Entity, e.g., corporation, LLC] organized and existing under the laws of [State/Country], with its principal place of business at [Service Provider's Full Address]. Contact: [Service Provider Contact Name], [Service Provider Contact Email], [Service Provider Contact Phone] (Hereinafter referred to as "Service Provider")

AND

CLIENT: [Full Legal Name of Client Entity], a [Type of Entity, e.g., corporation, LLC] organized and existing under the laws of [State/Country], with its principal place of business at [Client's Full Address]. Contact: [Client Contact Name], [Client Contact Email], [Client Contact Phone] (Hereinafter referred to as "Client")

WHEREAS, Service Provider possesses expertise in providing various services; and WHEREAS, Client desires to engage Service Provider to provide certain services as may be mutually agreed upon from time to time; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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DEFINITIONS

The following terms shall have the meanings set forth below:

• "Agreement" or "MSA": This Master Services Agreement, including all recitals, appendices, exhibits, and any future amendments hereto.
• "Client": [Full Legal Name of Client Entity], as identified above.
• "Confidential Information": Any non-public information, whether commercial, financial, technical, or otherwise, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, directly or indirectly, in writing, orally, or by inspection of tangible objects, which is marked as confidential or which a reasonable person would understand to be confidential.
• "Deliverables": Any tangible or intangible materials, products, data, or results, including without limitation, reports, analyses, software, code, designs, documentation, and intellectual property, specified in an SOW to be delivered by Service Provider to Client.
• "Effective Date": [YYYY-MM-DD], as specified in the document header.
• "Fees": The amounts payable by Client to Service Provider for the Services and Deliverables, as specified in an SOW.
• "Intellectual Property" or "IP": All intellectual property rights, including but not limited to, patents, copyrights, trademarks, service marks, trade names, trade secrets, moral rights, know-how, and any other proprietary rights, whether registered or unregistered, and all applications thereof.
• "Order Form": A document, mutually executed by the Parties, that incorporates this MSA by reference and specifies the details of particular Services, Deliverables, pricing, and other terms specific to that engagement. An Order Form shall be considered an "SOW" for the purposes of this MSA.
• "Party" or "Parties": Client and Service Provider collectively or individually.
• "Services": The tasks, work, and activities performed by Service Provider for Client, as described in an SOW.
• "Service Provider": [Full Legal Name of Service Provider Entity], as identified above.
• "Statement of Work" or "SOW": A document, mutually executed by the Parties, which describes the specific Services to be performed, Deliverables to be provided, timelines, milestones, Fees, and any other specific terms for a particular project or engagement. Each SOW shall incorporate this MSA by reference.
• "Term": The duration of this Agreement, as defined in Section 3.1.

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OPERATIVE CLAUSES & TERMS

1. PURPOSE AND SCOPE

1.1. This MSA establishes the general terms and conditions under which Service Provider will provide services to Client. 1.2. The specific details, scope, pricing, and timelines for each particular engagement will be set forth in separate Statements of Work (SOWs) or Order Forms, which shall be attached hereto and incorporated by reference upon mutual execution. 1.3. In the event of any conflict between the terms of this MSA and an SOW, the terms of the SOW shall prevail solely with respect to that specific SOW and only to the extent of the conflict. However, the SOW may not materially alter the fundamental terms and conditions of this MSA without express reference and mutual agreement to such alteration within the SOW itself.

2. STATEMENTS OF WORK (SOWs) / ORDER FORMS

2.1. Each SOW shall be a separate, distinct, and legally binding document executed by authorized representatives of both Parties. 2.2. Each SOW shall, at a minimum, include: a. A detailed description of the Services to be performed. b. Any Deliverables to be provided. c. Key milestones and timelines. d. The Fees and payment schedule for the Services and Deliverables. e. Any specific Client responsibilities or requirements. f. Any specific acceptance criteria for Deliverables. 2.3. No Services shall commence, and no Deliverables shall be provided, until an SOW has been duly executed by both Parties. 2.4. Changes to an SOW must be documented in a written change order, signed by authorized representatives of both Parties.

3. TERM AND TERMINATION

3.1. Term of MSA: This Agreement shall commence on the Effective Date and shall continue for an initial term of [Number] ([e.g., one (1)]) year(s) ("Initial Term"), unless terminated earlier in accordance with this Section 3. Thereafter, this Agreement shall automatically renew for successive [Number] ([e.g., one (1)]) year terms (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least [Number] ([e.g., sixty (60)]) days prior to the end of the then-current term. 3.2. Term of SOWs: The term of each SOW shall be specified within that SOW. Termination of this MSA shall automatically terminate all active SOWs, unless otherwise expressly stated. Termination of an individual SOW shall not terminate this MSA. 3.3. Termination for Cause: Either Party may terminate this Agreement or any SOW immediately upon written notice to the other Party if the other Party: a. Materially breaches any provision of this Agreement or an SOW and fails to cure such breach within [Number] ([e.g., thirty (30)]) days after receiving written notice thereof; b. Becomes insolvent, files for bankruptcy, is adjudicated bankrupt, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for its assets. 3.4. Termination for Convenience: [Optional Clause - Choose ONE or delete if not applicable] a. Option A (No Termination for Convenience): Neither Party may terminate this Agreement or any SOW for convenience. b. Option B (Mutual Termination for Convenience): Either Party may terminate this Agreement or any SOW for convenience by providing at least [Number] ([e.g., sixty (60)]) days' prior written notice to the other Party. In such a case, Client shall pay Service Provider for all Services performed and Deliverables provided up to the effective date of termination, plus any non-cancelable third-party costs and a termination fee of [Amount/$ / Percentage]% of the remaining SOW value, if any. c. Option C (Client Termination for Convenience): Client may terminate this Agreement or any SOW for convenience by providing at least [Number] ([e.g., sixty (60)]) days' prior written notice to Service Provider. In such a case, Client shall pay Service Provider for all Services performed and Deliverables provided up to the effective date of termination, plus any non-cancelable third-party costs and a termination fee of [Amount/$ / Percentage]% of the remaining SOW value, if any. 3.5. Effect of Termination: a. Upon termination of this MSA or an SOW, Client shall pay Service Provider for all Services performed and Deliverables provided up to the effective date of termination, along with any undisputed accrued expenses and reimbursable costs incurred by Service Provider prior to the termination date. b. Service Provider shall promptly return to Client or destroy (at Client's direction) all Confidential Information of Client, Deliverables not yet paid for, and any other Client property in its possession or control. c. Client shall promptly return to Service Provider or destroy (at Service Provider's direction) all Confidential Information of Service Provider and any Service Provider property in its possession or control. d. Sections [e.g., 6 (Intellectual Property Rights)], [e.g., 7 (Confidentiality)], [e.g., 9 (Indemnification)], [e.g., 10 (Limitation of Liability)], [e.g., 15 (Governing Law & Dispute Resolution)], and [e.g., 24 (Survival)] shall survive any termination or expiration of this Agreement.

4. SERVICES AND DELIVERABLES

4.1. Performance Standard: Service Provider shall perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards and practices, and in compliance with all applicable laws and regulations. Service Provider shall use personnel with the requisite skill, experience, and qualifications to perform the Services. 4.2. Client Responsibilities: Client shall provide timely access to information, personnel, and resources as reasonably required by Service Provider for the performance of the Services. Service Provider's performance timelines may be extended by delays caused by Client's failure to provide such access or information. 4.3. Acceptance of Deliverables: Any Deliverables specified in an SOW shall be subject to Client's acceptance procedures as detailed in the applicable SOW. If no specific procedures are outlined, Client shall have [Number] ([e.g., ten (10)]) business days from receipt of a Deliverable to notify Service Provider in writing of any non-conformity with the SOW specifications. Failure to provide such notice within the specified period shall constitute acceptance of the Deliverable. 4.4. Changes to Services: Any changes to the scope of Services or Deliverables must be mutually agreed upon in writing through a change order signed by both Parties. Such change orders may affect Fees, timelines, and other terms.

5. FEES AND PAYMENT

5.1. Fees: Client shall pay Service Provider the Fees specified in each SOW for the Services and Deliverables. 5.2. Invoicing: Service Provider shall invoice Client in accordance with the payment schedule set forth in the applicable SOW. Unless otherwise specified, invoices shall be submitted [e.g., monthly / upon completion of milestones / upon completion of Services]. 5.3. Payment Terms: Unless otherwise specified in an SOW, all invoices are due and payable within [Number] ([e.g., thirty (30)]) days from the invoice date. 5.4. Late Payments: Any undisputed amounts not paid when due shall be subject to a late fee of [Percentage]% per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until paid. Service Provider reserves the right to suspend Services if payments are not made within [Number] ([e.g., ten (10)]) days after written notice of late payment, without prejudice to any other rights or remedies. 5.5. Taxes: All Fees are exclusive of any applicable taxes (including sales, use, value-added, goods and services, and similar taxes) which Client shall be responsible for paying, except for taxes based on Service Provider's net income. 5.6. Expenses: Unless otherwise specified in an SOW, Client shall reimburse Service Provider for reasonable and pre-approved out-of-pocket expenses incurred in connection with performing the Services, provided such expenses are supported by receipts or other appropriate documentation. Pre-approval for expenses exceeding [Amount/$] must be obtained in writing from Client.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Service Provider IP: Service Provider retains all Intellectual Property rights in and to any Service Provider proprietary tools, methodologies, software, or other materials developed or owned by Service Provider prior to or independently of this Agreement ("Service Provider Background IP"). To the extent such Service Provider Background IP is incorporated into Deliverables, Service Provider grants Client a non-exclusive, non-transferable, royalty-free license to use such Service Provider Background IP solely as necessary for Client's use of the Deliverables. 6.2. Client IP: Client retains all Intellectual Property rights in and to any materials, data, or information provided by Client to Service Provider for the purpose of Service Provider performing the Services ("Client Materials"). Client grants Service Provider a non-exclusive, non-transferable, royalty-free license to use the Client Materials solely for the purpose of performing the Services under this Agreement and any SOW. 6.3. Deliverable IP: Unless otherwise expressly agreed in an SOW, all Intellectual Property rights in and to the Deliverables created by Service Provider specifically for Client under an SOW and for which Client has fully paid the Fees, shall be owned by Client upon final payment. Service Provider hereby assigns, and shall cause its personnel to assign, all such Intellectual Property rights to Client. 6.4. Warranty of Non-Infringement: Service Provider warrants that, to its knowledge, the Deliverables (excluding any Client Materials or Service Provider Background IP licensed to Client) will not infringe upon the Intellectual Property rights of any third party.

7. CONFIDENTIALITY

7.1. Obligation: The Receiving Party shall: a. Maintain the Confidential Information in strict confidence. b. Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, and subcontractors who have a need to know such information for the purpose of performing obligations under this Agreement and who are bound by confidentiality obligations no less stringent than those herein. c. Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. d. Protect the Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. 7.2. Exclusions: Confidential Information does not include information that: a. Is or becomes publicly available without breach of this Agreement by the Receiving Party. b. Was known by the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation. c. Is rightfully received by the Receiving Party from a third party without restriction on disclosure. d. Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. 7.3. Compelled Disclosure: If the Receiving Party is required by law, court order, or governmental agency to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party (unless prohibited by law) to enable the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party in its efforts to obtain such a remedy. If disclosure is compelled, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required. 7.4. Return of Information: Upon termination or expiration of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and all copies thereof, and certify in writing to the Disclosing Party that it has complied with this obligation.

8. REPRESENTATIONS AND WARRANTIES

8.1. Mutual Warranties: Each Party represents and warrants that: a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation. b. It has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. c. The execution and performance of this Agreement will not violate any other agreement to which it is a party. d. It will comply with all applicable laws and regulations in its performance under this Agreement. 8.2. Service Provider Warranties: Service Provider represents and warrants that: a. The Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. b. The Deliverables will conform in all material respects to the specifications set forth in the applicable SOW. c. It has and will maintain all necessary licenses, permits, and consents required to perform the Services. 8.3. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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.

9. INDEMNIFICATION

9.1. Service Provider Indemnification: 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 in connection with: a. Any claim that the Services or Deliverables (excluding Client Materials or Service Provider Background IP licensed to Client) infringe or misappropriate the Intellectual Property rights of a third party. b. Any bodily injury (including death) or damage to tangible property caused by the gross negligence or willful misconduct of Service Provider or its personnel. c. Any breach of Service Provider's confidentiality obligations under Section 7. 9.2. Client Indemnification: 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 in connection with: a. Any claim that Client Materials provided to Service Provider infringe or misappropriate the Intellectual Property rights of a third party. b. Any bodily injury (including death) or damage to tangible property caused by the gross negligence or willful misconduct of Client or its personnel. c. Any breach of Client's confidentiality obligations under Section 7. 9.3. Indemnification Procedure: The indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, cooperate with the indemnifying Party in the defense of such claim, and allow the indemnifying Party to control the defense and settlement of such claim, provided that the indemnifying Party may not settle any claim in a manner that admits guilt or imposes a financial obligation on the indemnified Party without the indemnified Party's prior written consent.

10. LIMITATION OF LIABILITY

10.1. EXCLUSION OF CERTAIN DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2. CAP ON LIABILITY: IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW, REGARDLESS OF THE CAUSE OF ACTION, EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE [Number] ([e.g., twelve (12)]) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10.3. EXCEPTIONS: THE LIMITATIONS SET FORTH IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: a. A Party's indemnification obligations under Section 9. b. A Party's breach of Section 7 (Confidentiality). c. A Party's gross negligence or willful misconduct. d. Payment obligations for Fees due under this Agreement.

11. INSURANCE

11.1. Service Provider shall, at its own expense, maintain during the Term of this Agreement and for [Number] ([e.g., two (2)]) years thereafter, adequate insurance coverage of the types and in the amounts specified below (or as otherwise required by Client in an SOW): a. Commercial General Liability: [Amount/$] per occurrence, [Amount/$] aggregate. b. Professional Liability (Errors & Omissions): [Amount/$] per claim, [Amount/$] aggregate. c. Workers' Compensation: As required by applicable law. d. Cyber Liability: [Amount/$] per claim, [Amount/$] aggregate [if applicable to services involving data]. 11.2. Service Provider shall provide Client with certificates of insurance evidencing such coverage upon request. Client shall be named as an additional insured on the Commercial General Liability policy.

12. INDEPENDENT CONTRACTOR

12.1. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create any employer-employee relationship between Service Provider (or its personnel) and Client. 12.2. Service Provider shall be solely responsible for the supervision, direction, and control of its personnel and for their compensation, benefits, and statutory obligations (e.g., taxes, social security, workers' compensation). 12.3. Service Provider has no authority to bind Client to any agreement or obligation.

13. DATA PROTECTION / PRIVACY

13.1. To the extent Service Provider processes personal data on behalf of Client in the course of providing the Services, the Parties shall comply with all applicable data protection and privacy laws and regulations, including, but not limited to, the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and [Other relevant data privacy laws, e.g., HIPAA, LGPD, PIPEDA]. 13.2. The Parties agree to execute a separate Data Processing Addendum (DPA) if required by law or specified in an SOW, detailing their respective roles (e.g., Controller, Processor) and obligations concerning the processing of personal data. 13.3. Service Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Client's data.

14. FORCE MAJEURE

14.1. Neither Party shall be liable for any delay or failure in performance of its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, epidemics, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials ("Force Majeure Event"). 14.2. The Party affected by a Force Majeure Event shall promptly notify the other Party of the nature and expected duration of the event and shall use commercially reasonable efforts to mitigate the effect of the event. The time for performance shall be extended for a period equal to the duration of the Force Majeure Event.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles. 15.2. Jurisdiction: The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County/City, State/Country] for any action or proceeding arising out of or relating to this Agreement, provided that either Party may seek injunctive relief in any court of competent jurisdiction. 15.3. [Optional Arbitration Clause - Choose ONE or delete] a. Option A (No Arbitration): Sections 15.1 and 15.2 apply. b. Option B (Binding Arbitration): Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the [Arbitration Association, e.g., American Arbitration Association (AAA)] in accordance with its [Rules, e.g., Commercial Arbitration Rules]. The arbitration shall be conducted in [City, State/Country]. The language of the arbitration shall be English. The number of arbitrators shall be [One (1) / Three (3)]. The award of the arbitrator(s) shall be final and binding upon the Parties, and judgment upon such award may be entered in any court of competent jurisdiction. The prevailing Party in any arbitration or other legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

16. NOTICES

16.1. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: a. When delivered personally. b. When sent by recognized national or international overnight courier service (receipt requested). c. When sent by email (with confirmation of receipt), provided a copy is also sent by one of the methods above. d. When deposited in the mail, certified or registered, postage prepaid, return receipt requested. 16.2. Notices shall be addressed to the contacts specified in the Parties & Definitions section, or to such other address or email as a Party may designate by written notice to the other Party.

17. ASSIGNMENT

17.1. 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 consent shall not be unreasonably withheld or delayed. 17.2. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without the other Party's consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.

18. ENTIRE AGREEMENT

18.1. This Agreement, together with all executed SOWs and incorporated documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, discussions, and communications, whether written or oral, relating to such subject matter.

19. AMENDMENTS

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

20. WAIVER

20.1. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy.

21. SEVERABILITY

21.1. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

22. COUNTERPARTS

22.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures (e.g., via DocuSign, Adobe Sign) shall be deemed original for all purposes.

23. HEADINGS

23.1. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

24. SURVIVAL

24.1. Any provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement shall so survive, including without limitation, Sections [e.g., 5 (Fees and Payment - for accrued but unpaid fees)], [e.g., 6 (Intellectual Property Rights)], [e.g., 7 (Confidentiality)], [e.g., 9 (Indemnification)], [e.g., 10 (Limitation of Liability)], [e.g., 13 (Data Protection / Privacy)], [e.g., 15 (Governing Law & Dispute Resolution)], and this Section [e.g., 24].

25. PUBLICITY

25.1. [Optional Clause - Choose ONE or delete] a. Option A (No Publicity without Consent): Neither Party shall use the other Party's name, logo, or trademarks in any advertising, promotional materials, or other public announcements without the other Party's prior written consent in each instance. b. Option B (Limited Publicity): Service Provider may, with Client's prior written consent (which shall not be unreasonably withheld), include Client's name and logo in its client lists and marketing materials, solely to indicate that Client is a customer of Service Provider. Any other use requires explicit written consent.

26. SUBCONTRACTORS

26.1. Service Provider may use subcontractors to perform portions of the Services, provided that Service Provider remains solely responsible for the performance of all Services and Deliverables under this Agreement and the applicable SOW, and for the acts and omissions of its subcontractors. Service Provider shall ensure that any subcontractors are bound by confidentiality and intellectual property terms no less protective of Client than those set forth in this Agreement.

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EXECUTION & SIGNATURES BLOCK

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

SERVICE PROVIDER:

[Full Legal Name of Service Provider Entity]

By: _________________________________________ Name: [Printed Name of Authorized Signatory] Title: [Title of Authorized Signatory] Date: [YYYY-MM-DD]

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CLIENT:

[Full Legal Name of Client Entity]

By: _________________________________________ Name: [Printed Name of Authorized Signatory] Title: [Title of Authorized Signatory] Date: [YYYY-MM-DD]

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STEP-BY-STEP EXECUTION GUIDE

This guide provides instructions on how to properly execute, file, and enforce this Master Services Agreement (MSA). Remember: This template is not legal advice. Always consult with legal counsel before finalization.

1. Review and Customize with Legal Counsel:

   • Thorough Legal Review: Engage a qualified attorney in your jurisdiction to review the entire template. They will ensure it aligns with your specific business model, objectives, and legal requirements, and complies with all applicable local, state, federal, and international laws.
   • Fillable Blanks: Your attorney will assist in properly filling in all bracketed [FIELD NAME] placeholders with precise details specific to your entities, jurisdiction, and desired terms (e.g., dates, names, addresses, amounts, percentages, notice periods).
   • Optional Clauses: Discuss optional clauses (e.g., Termination for Convenience, Arbitration, Publicity, Data Protection Addendum) with your attorney to determine which are appropriate for your context and how they should be tailored.
   • Appendices/Exhibits: Prepare any necessary appendices or exhibits (e.g., a standard SOW template, Data Processing Addendum) to be referenced by and attached to the MSA.

2. Internal Approvals:

   • Obtain all necessary internal approvals (e.g., from legal, finance, operations, senior management) before proceeding to execution.

3. Negotiation (if applicable):

   • If the other Party proposes changes, negotiate the terms. All changes must be made in writing and mutually agreed upon. Ensure your legal counsel reviews all proposed revisions.

4. Finalize Document:

   • Once all terms are agreed upon and all placeholders are accurately filled, create a clean, final version of the MSA for signing. Remove all instructional text and disclaimers from the final version except the formal document header, clauses, and signature blocks.

5. Execution (Signing):

   • Authorized Signatories: Ensure the individuals signing on behalf of both Service Provider and Client are legally authorized to bind their respective entities. Verify their names and titles are accurately reflected in the signature block.
   • Method:
     • Physical Signatures: Print two (2) original copies of the final MSA. Each authorized signatory signs both copies.
     • Electronic Signatures: Utilize a legally recognized electronic signature platform (e.g., DocuSign, Adobe Sign) for efficiency and legal validity. Ensure the platform complies with applicable e-signature laws (e.g., ESIGN Act in the U.S., eIDAS in EU).
   • Date: Ensure the "Effective Date" in the header and the individual signature dates are accurately recorded. The Effective Date should ideally be the date the last party signs, or a mutually agreed-upon future date.

6. Distribution:

   • Originals/Copies: Each Party should receive a fully executed original (or a certified true copy of the electronically signed document).
   • Internal Distribution: Provide copies to relevant internal departments (e.g., Legal, Finance, Sales, Project Management) for their records and operational compliance.

7. Filing and Record-Keeping:

   • Central Repository: File the executed MSA in a secure, centralized contract management system or designated physical archive.
   • Accessibility: Ensure the filed document is easily retrievable by authorized personnel.
   • Lifecycle Management: Implement a system to track key dates (e.g., term expiration, renewal dates, payment schedules) and manage the contract's lifecycle.

8. Enforcement and Monitoring:

   • Operational Compliance: Ensure all internal teams (e.g., project managers, finance) understand and adhere to the terms and obligations outlined in the MSA and associated SOWs.
   • Performance Monitoring: Regularly monitor performance against SOWs and MSA terms.
   • Amendments: Any changes to the MSA or SOWs must follow the amendment procedure outlined in Section 19.
   • Dispute Resolution: In case of disputes, follow the procedures outlined in Section 15.

FAILURE TO PROPERLY EXECUTE, MANAGE, AND ENFORCE THIS AGREEMENT CAN LEAD TO SIGNIFICANT LEGAL AND FINANCIAL RISKS.