Service Agreement Contract B2B

MASTER SERVICES AGREEMENT (B2B)

Document ID: TR-8842-MSA Effective Date: [____/____/2026]

Instructions for Use

• Completion: This agreement must be completed by an authorized signatory of the Service Provider and the Client. Ensure all Annexes (Statements of Work) are attached prior to execution.
• Filing/Retention: Both parties must retain a digital or physical copy of this executed agreement for a minimum of seven (7) years following the expiration or termination of the final active Statement of Work.
• Mandatory Attachments: Ensure a valid Statement of Work (SOW), Certificate of Insurance (COI), and Data Processing Addendum (if applicable) are physically or digitally annexed.

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1. PARTIES

Service Provider: [________________] Registered Address: [________________]

Client: [________________] Registered Address: [________________]

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2. SERVICES & PERFORMANCE

The Service Provider agrees to perform the services detailed in the attached Statement(s) of Work (“SOW”).

• Service Description: [________________]
• Performance Standards: [________________]
• Delivery Schedule: [________________]

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3. COMPENSATION & PAYMENT TERMS

• Professional Fees: [________________] (USD)
• Payment Schedule: [ ] Net 30 [ ] Net 60 [ ] Due upon Completion
• Late Payment Penalty: [________________] % per annum on overdue balances.

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4. TERM & TERMINATION

• Initial Term: This agreement shall commence on the Effective Date and continue for a period of [__________] months.
• Termination for Cause: Either party may terminate this agreement with [__________] days' written notice in the event of a material breach by the other party.
• Termination for Convenience: Either party may terminate with [__________] days' prior written notice.

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5. CONFIDENTIALITY

The parties agree to protect Proprietary Information using the same degree of care as they use to protect their own confidential information of a similar nature. This obligation survives for [__________] years post-termination.

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6. INTELLECTUAL PROPERTY

• Work-for-Hire: All deliverables produced specifically for Client under this agreement shall be the sole property of the Client upon full payment.
• Pre-existing IP: Each party retains ownership of all pre-existing IP utilized in the performance of services.

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7. LIMITATION OF LIABILITY

Except for cases of gross negligence or willful misconduct, the aggregate liability of either party under this agreement shall not exceed the total fees paid by Client to Service Provider in the [__________] months immediately preceding the claim.

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8. GOVERNING LAW

This agreement shall be governed by the laws of the State/Province of [__________]. Any disputes shall be resolved in the courts of [__________].

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9. EXECUTION

Service Provider Signature: __________________________ Printed Name: [________________] Title: [________________] Date: [____/____/2026]

Client Signature: __________________________ Printed Name: [________________] Title: [________________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.