Service Agreement Contract Draft

MASTER SERVICES AGREEMENT (MSA)

Document ID: TR-8829-4102
Effective Date: [//2026]

INSTRUCTIONS FOR USE

• Completion: This form must be completed in full by the authorized representatives of both the Service Provider and the Client. Ensure all exhibits are attached prior to signing.
• Filing/Retention: Executed copies must be digitized and stored in the central corporate legal repository. Records must be retained for a minimum of seven (7) years post-termination.
• Attachments: Mandatory attachments include: Exhibit A (Scope of Work), Exhibit B (Fee Schedule), and Exhibit C (Data Privacy/Security Addendum).

1. PARTIES

This Agreement is entered into by:
Service Provider: [] located at [].
Client: [] located at [].

2. SCOPE OF SERVICES

The Provider shall perform the services as defined in Exhibit A (the "Services").
[ ] Fixed-term Project | [ ] Retainer/Ongoing Services | [ ] Other: [__________]

3. TERM & TERMINATION

• Initial Term: This Agreement shall commence on [//2026] and continue for a period of [__________] months.
• Termination for Convenience: Either party may terminate with [__________] days' written notice.
• Termination for Cause: Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured for [____] days.

4. COMPENSATION & PAYMENT TERMS

• Fees: Client shall pay Provider as outlined in Exhibit B.
• Invoicing: Invoices shall be submitted [ ] Monthly | [ ] Milestone-based.
• Payment Due: Net [____] days from receipt of a valid invoice.
• Late Payments: Subject to a late fee of [____]% per month on overdue balances.

5. INTELLECTUAL PROPERTY & CONFIDENTIALITY

• Work Product: All deliverables created specifically for the Client under this Agreement shall be deemed "Work Made for Hire" and the exclusive property of the Client upon full payment.
• Confidentiality: Both parties agree to maintain strict confidentiality regarding proprietary information shared during the term of this engagement for a period of [____] years following termination.

6. LIMITATION OF LIABILITY

Neither party shall be liable for any indirect, incidental, or consequential damages. Total liability under this Agreement shall not exceed the total fees paid by the Client to the Provider in the [____] months preceding the claim.

7. GOVERNING LAW

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

EXECUTION & SIGNATURE BLOCK

FOR SERVICE PROVIDER:
Signature: ______________________________
Printed Name: []
Title: []
Date: [//2026]

FOR CLIENT:
Signature: ______________________________
Printed Name: []
Title: []
Date: [//2026]

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