Master Services Agreement Template Uk

MASTER SERVICES AGREEMENT

Document Control:

• Effective Date: [Effective Date of Agreement]
• Version: V1.0
• Jurisdiction: England & Wales

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OFFICIAL NOTICE / DISCLAIMER:

This document is a template Master Services Agreement ("MSA") intended for general informational purposes and as a foundational framework for commercial service engagements in the United Kingdom. It has been prepared by an AI and is not, and should not be construed as, legal advice. The specific needs and circumstances of any transaction are unique. Before execution, this MSA MUST be reviewed, adapted, and approved by qualified legal counsel in the relevant jurisdiction(s) to ensure compliance with all applicable laws, regulations, and the specific commercial intent of the parties. Neither the creator nor distributor of this template assumes any liability for reliance upon its content without independent legal verification.

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THIS MASTER SERVICES AGREEMENT ("Agreement") is made on [Day] day of [Month], [Year] (the "Effective Date")

BETWEEN:

1. [Client Full Legal Name] (Company Registration Number: [Client Company Registration Number]), a company incorporated in England and Wales whose registered office is at [Client Registered Address] ("Client"); and
2. [Supplier Full Legal Name] (Company Registration Number: [Supplier Company Registration Number]), a company incorporated in England and Wales whose registered office is at [Supplier Registered Address] ("Supplier").

(Each a "Party" and together the "Parties").

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WHEREAS:

(A) The Client wishes to engage the Supplier to provide certain services from time to time. (B) The Parties wish to enter into this Agreement to govern the general terms and conditions under which such services shall be provided. (C) Specific services, deliverables, timescales, and fees shall be detailed in individual statements of work ("Statements of Work" or "SOWs") issued under this Agreement.

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IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, the following terms shall have the following meanings:

• "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party.
• "Business Day" means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
• "Change Request" means a written request from either Party to vary the scope or nature of the Services, a Deliverable, or a Milestone.
• "Charges" means the fees payable by the Client to the Supplier for the Services as set out in each SOW.
• "Confidential Information" means any information of a confidential nature concerning the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of either Party, including but not limited to trade secrets, know-how, and technical or operational information.
• "Control" means, in relation to a company, the direct or indirect ownership of more than 50% of the voting equity of that company, or the power to direct its management and policies.
• "Deliverables" means any output, tangible or intangible, provided by the Supplier as part of the Services as specified in an SOW.
• "Intellectual Property Rights" (IPRs) means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• "MSA Term" means the term of this Master Services Agreement as defined in Clause 3.1.
• "Services" means the services to be provided by the Supplier to the Client as specified in each SOW, including any Deliverables.
• "SOW" or "Statement of Work" means a document executed by both Parties, substantially in the form of Schedule 1 (or such other form as the Parties may agree in writing), detailing specific Services to be provided under this Agreement.
• "Supplier Personnel" means all employees, agents, and subcontractors of the Supplier engaged in the performance of the Services.
• "VAT" means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.

1.2. Clause headings shall not affect the interpretation of this Agreement. 1.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.4. Unless the context otherwise requires, words in the singular shall include the plural and vice versa. 1.5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 1.6. Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 1.7. In the event of a conflict between the terms of this Agreement and any SOW, the terms of the SOW shall prevail solely with respect to the Services covered by that SOW, unless this Agreement explicitly states otherwise.

2. AGREEMENT STRUCTURE AND SCOPE OF SERVICES

2.1. This Agreement sets out the general terms and conditions for the provision of Services by the Supplier to the Client. 2.2. The specific details of each engagement, including the description of Services, Deliverables, timelines, Milestones, and Charges, shall be set out in separate SOWs, which shall incorporate the terms of this Agreement by reference. Each SOW, when executed by both Parties, shall form a separate contract for the provision of the Services described therein, governed by this Agreement. 2.3. No Services shall be provided under this Agreement unless and until a valid SOW has been executed by both Parties. 2.4. The Supplier shall perform the Services with reasonable skill and care, to a standard consistent with best industry practice, and in accordance with all applicable laws and regulations in England and Wales.

3. TERM

3.1. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with Clause 12 ("MSA Term"). 3.2. Each SOW shall commence on its effective date as specified therein and shall continue for the term specified in that SOW, unless terminated earlier in accordance with the terms of this Agreement or the relevant SOW. Expiry or termination of an SOW shall not affect the MSA Term.

4. CHARGES AND PAYMENT

4.1. In consideration for the provision of the Services, the Client shall pay the Supplier the Charges as set out in each SOW. 4.2. Unless otherwise specified in an SOW: (a) The Supplier shall invoice the Client in accordance with the invoicing schedule set out in the relevant SOW. (b) The Client shall pay all undisputed invoices within [Number of Days, e.g., 30] days of the date of invoice. (c) All Charges are exclusive of VAT, which shall be added to the invoice at the prevailing rate, if applicable. (d) All payments shall be made in [Currency, e.g., GBP] by [Payment Method, e.g., bank transfer] to an account nominated by the Supplier. 4.3. If the Client fails to make any payment due to the Supplier under this Agreement or an SOW by the due date, then, without limiting the Supplier's other remedies, the Client shall pay interest on the overdue amount at the rate of [Number, e.g., 4]% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. 4.4. The Client shall not be entitled to set off, counterclaim, deduct, or withhold payment of any amount due to the Supplier under this Agreement or any SOW.

5. SUPPLIER'S OBLIGATIONS

5.1. The Supplier shall dedicate sufficient resources and appropriately qualified and experienced Supplier Personnel to perform the Services. 5.2. The Supplier shall comply with all reasonable instructions of the Client relating to the Services, provided they are consistent with the scope of the Services as defined in the relevant SOW and this Agreement. 5.3. The Supplier shall obtain and maintain all necessary licences, permits, and consents required to perform the Services.

6. CLIENT'S OBLIGATIONS

6.1. The Client shall provide the Supplier with all necessary access to premises, information, materials, and personnel as reasonably required by the Supplier to perform the Services. 6.2. The Client shall respond promptly to any requests for approvals, information, or decisions from the Supplier that are necessary for the Supplier to perform the Services. 6.3. The Client shall notify the Supplier promptly of any issues or concerns regarding the performance of the Services.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. All IPRs in any Deliverables created by the Supplier specifically for the Client under an SOW shall vest in the Client upon full payment of the Charges related to those Deliverables. The Supplier hereby assigns (by way of present assignment of future IPRs) all such IPRs to the Client. 7.2. The Supplier grants to the Client a worldwide, non-exclusive, royalty-free, perpetual, irrevocable licence to use, reproduce, modify, adapt, distribute, and display any pre-existing IPRs of the Supplier ("Supplier Background IPRs") that are incorporated into the Deliverables, solely for the purpose of the Client's use and enjoyment of the Deliverables. 7.3. The Client grants to the Supplier a worldwide, non-exclusive, royalty-free, revocable licence to use any IPRs of the Client ("Client Background IPRs") provided to the Supplier solely for the purpose of performing the Services under the relevant SOW. 7.4. Except as expressly stated in this Agreement, neither Party shall acquire any right, title, or interest in the other Party's IPRs. 7.5. The Supplier shall indemnify the Client against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim brought against the Client that the receipt or use of the Services or Deliverables (excluding Client Background IPRs) infringes the IPRs of a third party.

8. CONFIDENTIALITY

8.1. Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by Clause 8.2. 8.2. Each Party may disclose the other Party's Confidential Information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement and who are bound by obligations of confidentiality at least as stringent as those contained in this Clause 8; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 8.3. Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement. 8.4. The obligations of confidentiality in this Clause 8 shall survive termination of this Agreement for a period of [Number, e.g., 5] years.

9. DATA PROTECTION

9.1. Both Parties shall comply with all applicable requirements of the UK General Data Protection Regulation (Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018) ("UK Data Protection Legislation"). This Clause 9 is in addition to, and does not relieve, remove, or replace, a Party's obligations under the UK Data Protection Legislation. 9.2. To the extent that the Supplier processes personal data on behalf of the Client, the Parties acknowledge that the Client is the data controller and the Supplier is the data processor for the purposes of the UK Data Protection Legislation. Schedule 2 sets out the scope, nature, and purpose of processing by the Supplier, the duration of the processing, and the types of personal data and categories of data subject. 9.3. The Supplier shall: (a) process that personal data only on the documented written instructions of the Client unless the Supplier is required by UK law to process personal data otherwise; (b) ensure that all Supplier Personnel who have access to and/or process personal data are obliged to keep the personal data confidential; (c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR; (d) assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities; (e) notify the Client without undue delay upon becoming aware of a personal data breach; (f) at the Client's written direction, delete or return all personal data and copies thereof to the Client on termination of the Services, unless required by UK law to store the personal data; and (g) maintain complete and accurate records and information to demonstrate its compliance with this Clause 9. 9.4. The Client hereby authorises the Supplier to appoint [List of approved sub-processors, or state "sub-processors generally"] as sub-processors, subject to the Supplier informing the Client of any intended changes concerning the addition or replacement of other sub-processors, thereby giving the Client the opportunity to object to such changes. The Supplier shall ensure that any sub-processor it engages is subject to data protection obligations equivalent to those in this Clause 9.

10. WARRANTIES AND INDEMNITIES

10.1. Each Party warrants that it has full power and authority to enter into and perform its obligations under this Agreement. 10.2. The Supplier warrants that: (a) the Services will be performed with reasonable care and skill, and in a professional and workmanlike manner; (b) the Services and Deliverables will conform in all material respects with their description and any specifications set out in the relevant SOW; (c) it will comply with all applicable laws and regulations in the performance of the Services. 10.3. The Client shall indemnify the Supplier against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with: (a) any claim made against the Supplier for actual or alleged infringement of a third party's IPRs arising out of or in connection with the Supplier's use of any Client Background IPRs or materials provided by the Client for the purpose of the Services; (b) any breach by the Client of its obligations under Clause 9 (Data Protection).

11. LIMITATION OF LIABILITY

11.1. Nothing in this Agreement shall limit or exclude any Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability which cannot be lawfully limited or excluded. 11.2. Subject to Clause 11.1, the Supplier's total aggregate liability to the Client arising under or in connection with this Agreement (including any SOW), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed: (a) for any single SOW, the total Charges paid or payable by the Client under that SOW in the [Number, e.g., 12] months immediately preceding the event giving rise to the claim; or (b) in respect of all claims under this Agreement (across all SOWs), the sum of [Amount in GBP, e.g., £50,000] or the total Charges paid or payable by the Client under this Agreement in the [Number, e.g., 12] months immediately preceding the first event giving rise to a claim, whichever is the greater, up to a maximum of [Amount in GBP, e.g., £250,000]. 11.3. Subject to Clause 11.1, neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data, or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

12. TERMINATION

12.1. Termination of MSA: (a) Either Party may terminate this Agreement by giving [Number of Months, e.g., 3] months' prior written notice to the other Party. (b) Any termination of this Agreement shall not affect any SOWs then in force, which shall continue to be governed by the terms of this Agreement until their natural expiry or termination in accordance with their terms or the terms of Clause 12.2. 12.2. Termination of SOW: (a) Either Party may terminate an individual SOW by giving [Number of Days, e.g., 30] days' prior written notice to the other Party, unless otherwise specified in the SOW. (b) Unless otherwise specified in the SOW, upon termination of an SOW under this Clause 12.2(a), the Client shall pay the Supplier for all Services performed and Deliverables provided up to the effective date of termination, on a pro-rata basis. 12.3. Termination for Cause: (a) Either Party may terminate this Agreement, or any SOW, immediately by giving written notice to the other Party if: (i) the other Party commits a material breach of any term of this Agreement or an SOW which breach is irremediable or (if such breach is remediable) fails to remedy that breach within [Number of Days, e.g., 30] days of being notified in writing to do so; (ii) the other Party repeatedly breaches any of the terms of this Agreement or an SOW in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (iii) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (iv) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (v) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company); (vi) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other Party (being a company); (vii) the other Party (being an individual) is the subject of a bankruptcy petition or order; (viii) the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; (ix) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [Number of Days, e.g., 14] days; (x) any event occurs, or a proceedings is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clauses (iii) to (ix) (inclusive); (xi) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business. 12.4. Consequences of Termination: (a) On termination or expiry of this Agreement for any reason: (i) all outstanding SOWs will terminate automatically (unless otherwise expressly agreed in writing by the Parties); (ii) all accrued rights and liabilities of the Parties shall not be affected; (iii) the Client shall immediately pay to the Supplier all outstanding unpaid invoices and interest due and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately; (iv) each Party shall return to the other Party all Confidential Information and property belonging to the other Party. (b) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

13. FORCE MAJEURE

13.1. A Party shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control ("Force Majeure Event"). 13.2. The Party suffering a Force Majeure Event shall promptly notify the other Party in writing of the nature and extent of the Force Majeure Event and its likely duration. 13.3. If the Force Majeure Event prevents, hinders, or delays the affected Party's performance of its obligations for a continuous period of more than [Number of Days, e.g., 60] days, either Party may terminate this Agreement or the affected SOW(s) by giving [Number of Days, e.g., 30] days' written notice to the other Party.

14. DISPUTE RESOLUTION

14.1. If a dispute arises out of or in connection with this Agreement or any SOW, the Parties shall first attempt to resolve the dispute through direct good faith negotiations between their respective senior management. 14.2. If the dispute is not resolved within [Number of Days, e.g., 30] days of written notification of the dispute, either Party may, by written notice to the other, refer the dispute to mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed by the Parties, the mediator shall be nominated by CEDR. 14.3. If the dispute is not resolved through mediation within [Number of Days, e.g., 60] days of the appointment of the mediator, or if either Party refuses to participate in mediation, the dispute shall be finally resolved by the courts of England and Wales. 14.4. Nothing in this Clause 14 shall prevent either Party from seeking injunctive relief or other interim measures from a court of competent jurisdiction.

15. NOTICES

15.1. Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). 15.2. Any notice or communication shall be deemed to have been received: (a) if delivered by hand, on the day of delivery; or (b) if sent by pre-paid first-class post or other next working day delivery service, at [Time, e.g., 9:00am] on the second Business Day after posting. 15.3. This Clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. GOVERNING LAW AND JURISDICTION

16.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 16.2. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

17. GENERAL PROVISIONS

17.1. Assignment and Other Dealings: Neither Party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. 17.2. Entire Agreement: This Agreement and any SOWs constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 17.3. Variation: No variation of this Agreement or any SOW shall be effective unless it is in writing and signed by the authorised representatives of both Parties. 17.4. Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. 17.5. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. 17.6. Third-Party Rights: Unless expressly stated otherwise, a person who is not a Party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 17.7. No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. 17.8. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.

For and on behalf of [Client Full Legal Name]:

By: ______________________________ Signature: _______________________ Printed Name: [Client Signatory Printed Name] Title: [Client Signatory Title] Date: [Date of Signature]

For and on behalf of [Supplier Full Legal Name]:

By: ______________________________ Signature: _______________________ Printed Name: [Supplier Signatory Printed Name] Title: [Supplier Signatory Title] Date: [Date of Signature]

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SCHEDULE 1: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [SOW Number, e.g., 001]

This Statement of Work ("SOW") is issued under and subject to the terms of the Master Services Agreement ("MSA") between [Client Full Legal Name] (Client) and [Supplier Full Legal Name] (Supplier), effective as of [Effective Date of MSA].

1. SOW Effective Date: [Effective Date of this SOW] 2. Services Description: [Detailed description of the services to be performed, including scope, objectives, methodologies, and any exclusions. Be specific.] * Phase 1: [e.g., Discovery] * [Task 1.1] * [Task 1.2] * Phase 2: [e.g., Development] * [Task 2.1] * [Task 2.2] [Add further phases/tasks as needed]

3. Deliverables: [List all tangible or intangible outputs to be provided by the Supplier.] * [Deliverable 1, e.g., Project Plan] * [Deliverable 2, e.g., Software Module A] * [Deliverable 3, e.g., Final Report]

4. Acceptance Criteria for Deliverables: [Clearly define how each Deliverable will be evaluated and deemed accepted by the Client.] * [Deliverable 1: Criteria for acceptance] * [Deliverable 2: Criteria for acceptance]

5. Milestones & Timelines: [Outline key project milestones and associated dates.] * Milestone 1: [Description, e.g., Project Kick-off] * Date: [Date] * Milestone 2: [Description, e.g., Deliverable 1 Submission] * Date: [Date] * Milestone 3: [Description, e.g., Final Acceptance] * Date: [Date] * SOW Duration: [Start Date] to [End Date]

6. Charges and Payment Schedule: [Specify the total cost, breakdown, and payment terms for this SOW.] * Total Fixed Fee (if applicable): [Amount in GBP] * Hourly/Daily Rate (if applicable): [Rate in GBP] for [Role/Resource] * Expenses: [State if expenses are included, or how they will be reimbursed, e.g., "reimbursed at cost, subject to prior approval and provision of receipts."] * Payment Milestones/Schedule: * [Percentage, e.g., 20%] upon SOW signing: [Amount] * [Percentage, e.g., 40%] upon Milestone 2 achievement: [Amount] * [Percentage, e.g., 40%] upon final acceptance: [Amount] * [Alternative: Monthly invoicing on the 1st of each month for services rendered in the preceding month]

7. Key Personnel: [Identify key individuals from both Client and Supplier who will be involved.] * Client Project Manager: [Name, Email, Phone] * Supplier Project Manager: [Name, Email, Phone]

8. Client Responsibilities: [Specific actions or provisions required from the Client to enable the Supplier to perform.] * [e.g., Provide access to specific systems] * [e.g., Timely review and approval of Deliverables]

9. Special Conditions / Additional Terms for this SOW: [Any terms specific to this SOW that deviate from or supplement the MSA, noting that MSA prevails in case of conflict unless explicitly stated otherwise here.] * [e.g., Specific software licences required] * [e.g., Certain KPIs for this project]

IN WITNESS WHEREOF, the Parties have executed this Statement of Work.

For and on behalf of [Client Full Legal Name]:

By: ______________________________ Signature: _______________________ Printed Name: [Client Signatory Printed Name] Title: [Client Signatory Title] Date: [Date of Signature]

For and on behalf of [Supplier Full Legal Name]:

By: ______________________________ Signature: _______________________ Printed Name: [Supplier Signatory Printed Name] Title: [Supplier Signatory Title] Date: [Date of Signature]

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SCHEDULE 2: DATA PROCESSING PARTICULARS

This Schedule forms part of Clause 9 (Data Protection) of the Master Services Agreement.

1. SUBJECT MATTER AND DURATION OF THE PROCESSING: [Describe the specific personal data processing activities. E.g., "Processing of personal data to provide [specific service, e.g., IT support, marketing campaign management, payroll processing] as detailed in SOW No. [SOW Number]."] * Duration: [For the term of the relevant SOW, or "Until Client's explicit instruction to delete/return data, or termination of the MSA."]

2. NATURE AND PURPOSE OF THE PROCESSING: [Describe the nature of the operations performed on the personal data. E.g., "Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of personal data."] [Describe the purpose. E.g., "To enable the Supplier to provide the contracted Services under the MSA and relevant SOW(s), including but not limited to [specific purposes, e.g., customer relationship management, technical support, data analytics]."]

3. TYPE OF PERSONAL DATA: [List the categories of personal data to be processed. Be specific.] * [e.g., Names, addresses, email addresses, phone numbers] * [e.g., Job titles, company affiliations] * [e.g., IP addresses, device identifiers, usage data (for website analytics)] * [e.g., Financial information (limited to payment details for service fees)] * [e.g., Special categories of data (if applicable, e.g., health data, racial origin – require explicit Client consent and specific legal basis)]

4. CATEGORIES OF DATA SUBJECTS: [List the categories of individuals whose personal data will be processed.] * [e.g., Client's employees, contractors, agents] * [e.g., Client's customers, users of Client's services] * [e.g., Website visitors] * [e.g., Suppliers or partners of the Client]

5. OBLIGATIONS AND RIGHTS OF THE CLIENT: [Reiterate or specify any particular Client obligations, e.g., "The Client warrants that it has all necessary rights and consents to allow the Supplier to process the personal data for the purposes of this Agreement."]

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STEP-BY-STEP EXECUTION GUIDE

This guide provides instructions for the proper execution, management, and enforcement of the Master Services Agreement (MSA) and its associated Statements of Work (SOWs).

1. Review and Customise:

   • Thorough Legal Review: BEFORE filling in any blanks, engage qualified legal counsel in England & Wales to review this entire document. Counsel should ensure all clauses meet specific legal requirements, align with your commercial intent, and adequately protect your interests. Pay particular attention to Clauses 7 (IP), 9 (Data Protection), 10 (Indemnities), and 11 (Limitation of Liability).
   • Fillable Blanks ([ ]): Carefully populate all bracketed fields with accurate, complete, and precise information. Ensure dates, company names, registration numbers, addresses, monetary amounts, and specific periods (e.g., notice periods) are correct.
   • Schedules: Ensure Schedule 1 (Form of SOW) is understood, and Schedule 2 (Data Processing Particulars) accurately reflects the anticipated data processing activities. Adjust or add further schedules as needed (e.g., for Service Level Agreements).

2. Drafting Statements of Work (SOWs):

   • For each new project or service engagement, use Schedule 1 as the template for a new SOW.
   • Specificity is Key: Ensure the SOW clearly defines the Services, Deliverables, Acceptance Criteria, Milestones, Timelines, Charges, and any Client responsibilities unique to that SOW. Ambiguity in an SOW is a common source of disputes.
   • Cross-Referencing: Explicitly reference the MSA in each SOW to ensure the SOW is governed by the overarching MSA terms.

3. Execution and Signing:

   • Authorised Signatories: Ensure the individuals signing both the MSA and any subsequent SOWs have the legal authority to bind their respective companies. Verify titles and internal corporate authorisations (e.g., board resolutions).
   • Physical or Electronic Signature: Obtain duly authorised signatures from both Parties. Electronic signatures are legally valid in the UK, provided they meet certain criteria for authentication and intent.
   • Counterparts: If signing in counterparts, ensure each Party receives a fully executed version of the document.

4. Distribution and Filing:

   • Centralised Record-Keeping: Immediately upon execution, save a digital copy (PDF) and store a physical copy of the fully signed MSA and each SOW in a secure, centralised, and easily accessible contract management system.
   • Key Stakeholder Distribution: Distribute executed copies to relevant internal departments (e.g., Legal, Finance, Project Management, Sales) for awareness and compliance.
   • Version Control: Maintain strict version control for the MSA and all SOWs. Ensure only the currently active version is used for reference.

5. Ongoing Management and Enforcement:

   • Performance Monitoring: Regularly monitor compliance with the terms of the MSA and SOWs (e.g., service delivery, payment schedules, milestone achievement).
   • Change Management: Strictly adhere to Clause 17.3 (Variation) for any modifications. Use formal Change Request procedures (if incorporated, or explicitly agreed upon) for SOW amendments. Oral agreements are generally not binding variations.
   • Communication: Ensure all formal communications (e.g., notices of breach, termination notices) follow the requirements of Clause 15 (Notices) to ensure legal validity.
   • Dispute Resolution: In case of disputes, follow the step-by-step process outlined in Clause 14 (Dispute Resolution). Document all attempts at resolution.
   • Renewal/Termination: Monitor the MSA Term and individual SOW durations. Initiate renewal discussions or termination procedures well in advance of expiry, adhering to the notice periods in Clause 12.

IMPORTANT NOTE: This template MSA is a starting point. Every commercial relationship is unique. Continuous review and legal consultation are essential throughout the lifecycle of the agreement.