Master Services Agreement Sample PDF

MASTER SERVICES AGREEMENT (MSA)

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

INSTRUCTIONS FOR USE

• Completion: This document must be completed by the Authorized Representative of the Service Provider and the Client. Ensure all scope definitions are exhaustive to prevent "scope creep."
• Filing & Retention: Both parties must retain a fully executed digital or hard copy for a minimum of seven (7) years following the expiration of the agreement for audit and tax compliance.
• Attachments: Mandatory attachments include Exhibit A (Statement of Work) and Exhibit B (Service Level Agreement). This document is not valid without these signed attachments.

1. PARTIES

This Agreement is entered into by and between: Service Provider: [__________] Client: [__________]

2. SCOPE OF SERVICES

The Service Provider agrees to perform the services described in the attached Exhibit A (Statement of Work). Any modifications to the scope must be executed via a written Change Order signed by both parties.

3. TERM AND TERMINATION

• Initial Term: [__________] months.
• Termination for Cause: Either party may terminate with [__________] days written notice upon a material breach.
• Termination for Convenience: Either party may terminate with [__________] days written notice.

4. FEES AND PAYMENT TERMS

• Total Contract Value (USD): [__________]
• Payment Schedule:
  • Upfront/Retainer
  • Milestone-based (as defined in Exhibit A)
  • Net [__________] days upon receipt of invoice
• Late Fees: Invoices unpaid after the due date shall accrue interest at a rate of [__________]% per month.

5. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary information disclosed by one party to the other. Both parties agree to protect such information with the same degree of care as their own proprietary data for a period of [__________] years following termination.

6. INTELLECTUAL PROPERTY

• Work Product shall be deemed "Work Made for Hire" and ownership shall vest in the Client upon full payment.
• Service Provider retains all rights to pre-existing methodology, tools, and intellectual property.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, or consequential damages. Total liability under this Agreement shall not exceed the total fees paid by the Client in the [__________] months preceding the claim.

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 [__________].

9. EXECUTION

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

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

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