MSA — Agency Owns Build (No Annual Fee)

Variant B: you keep the IP; the client gets a perpetual license and owns their data. Charge once, keep the ability to resell the build. Replace every [BRACKET] field; have a licensed attorney in your state review before first client use. Add the remote-access + DPA clause from the MSA skeleton §8 when the engagement involves access to client systems.

DISCLAIMER — READ FIRST This is a template, not legal advice. Before you use it with any client, have a licensed attorney in your state or jurisdiction review and adjust it for your situation. Replace every field shown in [blue brackets] with your own details. Version: Agency owns the build, no annual fee Delete this box before you send the agreement to your client.

[AGENCY LEGAL NAME]

MASTER SERVICE AGREEMENT

Prepared for: [CLIENT SIGNATORY NAME]

[CLIENT LEGAL NAME]

Prepared by: [YOUR NAME]

[AGENCY LEGAL NAME]

1. Engagement & Scope

This Master Service Agreement (the “Agreement”) is entered into on [EFFECTIVE DATE] by and between [AGENCY LEGAL NAME] (“Company”), having its principal place of business at [AGENCY ADDRESS], and [CLIENT LEGAL NAME] (“Client”), having its principal place of business at [CLIENT ADDRESS].

The Company and the Client are collectively referred to as the “Parties”.

This Agreement governs the terms under which the Company will provide services to the Client. The specific scope, deliverables, timeline, and fees for any engagement under this Agreement are set forth in a separate Statement of Work (“SOW”) executed by both Parties. The initial SOW accompanying this Agreement is dated [SOW DATE] and titled [SOW TITLE].

Each SOW executed under this Agreement is incorporated by reference and shall be governed by the terms herein. In the event of a conflict between this Agreement and any SOW, the terms of the SOW shall control with respect to that engagement only.

2. Statement of Work

Each engagement is defined by a Statement of Work that specifies, at minimum:

The contracted services and deliverables
The total fees and payment schedule
The project timeline and key milestones
The success criteria for the engagement
Stakeholder access and cooperation requirements
The change order process for scope additions

The Company agrees that it is not entitled to any fees from the Client beyond those specified in an executed SOW unless otherwise agreed to in writing by the Client.

3. Ownership and Licenses

3.1 Company Owns All Work Product

As part of any engagement under this Agreement, the Company shall develop a “Work Product” for the Client. For the purposes of clarity, the term “Work Product” encompasses the final deliverable as well as all drafts, notes, materials, mockups, designs, code, configurations, integrations, automations, and any other related work products that the Company develops in connection with the engagement, together with all modifications, enhancements, and derivatives.

The Company owns and retains all right, title, and interest in and to the Work Product, including all associated intellectual property rights, whether conceived or developed prior to or during the engagement. Nothing in this Agreement transfers ownership of the Work Product to the Client. The Client acknowledges that the Company builds and maintains the Work Product as the Company’s own intellectual property and may reuse, license, and resell the underlying systems, components, methods, and code, provided the Company does not disclose the Client’s Confidential Information or Client Data.

3.2 License to the Client

Subject to the Client’s payment in full of all fees due under the applicable SOW, the Company grants the Client a perpetual, worldwide, non-exclusive, non-transferable, paid-up license to access and use the Work Product, as deployed for the Client, for the Client’s internal business operations. This license does not include the right to copy, resell, sublicense, reverse engineer, or create competing products from the Work Product.

3.3 Client Data

As between the Parties, the Client owns all Client Data, and the Company claims no ownership of it. “Client Data” means the data, records, and content the Client provides to the Company or that is generated by the Client’s use of the Work Product. The Client may export or retrieve its Client Data at any time during the term of this Agreement and for at least thirty (30) days following termination, in a commercially reasonable format. The Company may use aggregated or de-identified data that does not identify the Client to operate and improve its services.

3.4 Company’s Use and Marketing

The Company may use the Work Product to showcase its work within portfolios, websites, case studies, and other media. Any use of the Client’s name, brand, or identifying details in marketing, advertising, public-facing case studies, social media posts, or any other external materials shall require the prior written approval of the Client, which may be provided via email.

3.5 Right to Use Client Intellectual Property

The Company may require the use of the Client’s intellectual property to perform its duties under this Agreement. For instance, if the Company is engaged to build a system that incorporates the Client’s branding, it may need to utilize the Client’s logo, brand assets, and existing data. The Client hereby grants the Company a license to use the Client’s intellectual property and any other intellectual property controlled by the Client to the extent reasonably necessary for the Company to fulfill its obligations under any SOW. This license does not confer any additional intellectual property rights to the Company beyond what is expressly stated in this Agreement.

3.6 Pre-Existing Materials

The Work Product incorporates pre-existing tools, frameworks, code libraries, templates, and proprietary processes (“Pre-Existing Materials”) that the Company has developed or licensed prior to or independently of this Agreement. The Company retains ownership of all such Pre-Existing Materials, which form part of the Work Product owned by the Company under Section 3.1. A list of the categories of Pre-Existing Materials anticipated to be used is set forth in Exhibit A (Pre-Existing Materials Schedule), attached to and incorporated into this Agreement.

3.7 Business Continuity and Source Code Access

In the event that the Company ceases operations, files for bankruptcy, is dissolved, or is otherwise unable to continue providing or hosting the Work Product under this Agreement or any active SOW, the Company agrees to take the following actions, to the extent reasonably possible, so the Client is not stranded:

Continuity License and Source Code: The Company shall provide the Client with the source code, configurations, deployment scripts, environment variables, and technical documentation necessary to continue operating the Client’s instance of the Work Product, and grants the Client a license to use them solely to operate the Client’s own instance.
Credentials and Access Transfer: The Company shall transfer to the Client administrative access to the hosting infrastructure, third-party services, API keys, database credentials, and other accounts associated with the Client’s instance of the Work Product.
Quarterly Backup Repository: Throughout the term of any active SOW or license period, the Company shall maintain a quarterly backup of the Client’s instance of the Work Product, its configurations, and technical documentation, available to the Client upon a business continuity event.
Notice of Cessation: The Company shall provide the Client with at least thirty (30) days’ written notice prior to ceasing operations, where reasonably possible, to facilitate an orderly transition.

This Section grants the Client continuity rights only and does not transfer ownership of the Work Product to the Client during the normal operation of this Agreement. The obligations under this Section shall survive the termination of this Agreement.

4. Non-Solicitation

For the duration of this Agreement and for a period of six (6) months following its termination, the Company shall not: (a) solicit or encourage any employees of the Client to cease their employment with the Client; (b) solicit or encourage any customers or clients of the Client to cease doing business with the Client; or (c) hire any individual who has been employed by the Client within the six (6) months preceding the termination of this Agreement.

The sole exception to this clause is if the Company conducts a general recruitment campaign and a former employee of the Client responds, in which case the Company is permitted to hire such individual. The Company further covenants that it will not engage in any of the activities specified in this paragraph either on its own behalf or on behalf of any third party.

The same restrictions apply reciprocally to the Client with respect to employees and contractors of the Company.

5. Representations and Warranties

This section contains important promises between the Parties.

5.1 Authority to Sign

Each Party represents and warrants to the other that it has the authority to enter into this Agreement and to perform all of its obligations hereunder.

5.2 Company Has Right to License Work Product

The Company represents and warrants that it owns the Work Product, that it is fully authorized to grant the licenses set forth in this Agreement, and that no third party will claim ownership of the Work Product. If the Company employs employees or subcontractors, the Company further warrants that such employees and subcontractors have signed agreements transferring any rights they may have in the Company’s background intellectual property and Work Product to the Company.

5.3 Compliance with Laws

The Company warrants that it will perform its obligations in accordance with all applicable U.S. and foreign laws and regulations, and assures that its manner of performance, its Work Product, and any background intellectual property used will comply with such laws and regulations.

5.4 Non-Infringement of Work Product

The Company represents and warrants that its Work Product does not and will not infringe upon any third party’s intellectual property rights, that it has the right to permit the Client to use the background intellectual property, and that this Agreement does not and will not violate any other contract that the Company has entered or will enter into with any third party.

5.5 Client Review of Work

The Client agrees to review the Work Product, to make itself reasonably available to the Company for any questions regarding the engagement, and to provide timely feedback and decisions. Where the SOW specifies stakeholder availability requirements (such as audit interviews or weekly check-ins), the Client agrees to meet those requirements.

5.6 Non-Infringement of Client Supplied Material

If the Client provides any material for incorporation into the Work Product, the Client represents and warrants that such material does not infringe upon any third party’s intellectual property rights.

6. Term and Termination

This Agreement shall remain in effect until terminated by either the Client or the Company. Either Party may terminate this Agreement at any time and for any reason by providing the other Party with at least fifteen (15) days’ written notice.

In the event of termination prior to completion of an active SOW: (a) the Client shall pay the Company for all work performed through the date of termination on a pro-rated basis, calculated against the total SOW fees and the percentage of work completed; (b) the Company shall retain ownership of the Work Product; (c) the Client’s paid-up license under Section 3.2 shall survive termination for any Work Product the Client has paid for in full, except where this Agreement is terminated for the Client’s uncured material breach (including non-payment), in which case the license shall end on termination; and (d) any deposit or upfront payment already made by the Client shall be applied first to amounts owed for work completed, with any excess refunded to the Client within thirty (30) days.

Notwithstanding the termination of this Agreement, the following sections shall survive and remain in full force and effect: Section 3 (Ownership and Licenses), including the Business Continuity obligations; Section 4 (Non-Solicitation); Section 5 (Representations and Warranties); Section 8 (Confidential Information); Section 9 (Limitation of Liability); Section 10 (Indemnity); and Section 11 (General).

7. Independent Contractor

The Client is engaging the Company as an independent contractor. The following provisions accurately reflect the nature of their relationship:

The Client will not control the manner in which the work is performed on a day-to-day basis; instead, the Company will independently determine when, where, and how the work will be executed, subject to the deliverables and timelines set forth in the applicable SOW.
The Client and the Company do not have a partnership or employer-employee relationship.
The Company is not authorized to enter into contracts, make promises, or act on behalf of the Client.
The Company is not entitled to any benefits provided by the Client, such as group insurance, retirement benefits, retirement plans, or vacation days.
The Company is solely responsible for its own tax obligations.
The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers’ compensation for the Company or any of its employees or subcontractors.

8. Confidential Information

This Agreement imposes specific restrictions on the handling of confidential information by both the Client and the Company. These obligations are detailed in this section.

8.1 Client’s Confidential Information

During the term of this Agreement, the Company may encounter or be provided with confidential information belonging to the Client. This includes, but is not limited to, customer lists, business strategies, financial information, project data, vendor relationships, internal processes, and other sensitive information.

The Company agrees to treat this information with the same level of confidentiality as it treats its own confidential information. The Company may use this information solely for the purpose of fulfilling its obligations under this Agreement and any active SOW, and for no other purpose.

Upon termination of this Agreement, the Company is obligated to return or destroy all confidential information and to confirm such action to the Client. The Company further agrees not to disclose the Client’s confidential information to any third party without obtaining prior written consent from the Client.

The Company’s obligations under this section shall survive the termination of this Agreement, ceasing only under the following conditions: (i) the information was public at the time the Company accessed it; (ii) the information became public through no fault of the Company; (iii) the Company already had the information with no obligation of confidentiality; (iv) a third party provided the information to the Company without an obligation of confidentiality; or (v) the Company independently developed the information without using the Client’s information.

8.2 Third-Party Confidential Information

Both the Client and the Company may have access to confidential information belonging to third parties. Each Party agrees not to disclose any third-party confidential information to the other Party unless permitted to do so. If either the Client or the Company is allowed to share third-party confidential information, the sharing Party agrees to notify the other Party in writing of any special restrictions associated with that information.

9. Limitation of Liability

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, or business interruption, arising out of or related to this Agreement, regardless of the legal theory under which such damages are sought, even if the Party has been advised of the possibility of such damages.

In any event, the total aggregate liability of either Party arising out of or related to this Agreement, regardless of the cause or form of action, shall not exceed the total fees actually paid by the Client to the Company under the applicable SOW giving rise to the claim.

This limitation does not apply to: (a) breaches of confidentiality obligations under Section 8; (b) indemnification obligations under Section 10; (c) infringement of intellectual property rights; or (d) the gross negligence or willful misconduct of a Party.

10. Indemnity

This section delineates the allocation of certain risks between the Parties in the event of a third-party claim or action against either the Client or the Company, or both. For instance, if the Client faces a lawsuit due to the Company’s actions, the Company may be obligated to defend the Client or reimburse it for any incurred losses.

10.1 Client Indemnity

Under this Agreement, the Company agrees to indemnify, defend, and hold harmless the Client (including its affiliates and their directors, officers, employees, and agents) from and against any and all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from any third-party claim or proceeding resulting from: (i) the work performed by the Company under this Agreement; (ii) any breach by the Company of its obligations under this Agreement; or (iii) any breach by the Company of the representations and warranties set forth in Section 5 (Representations).

10.2 Company Indemnity

Under this Agreement, the Client agrees to indemnify, defend, and hold harmless the Company (including its affiliates and their directors, officers, employees, and agents) from and against any and all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising from any third-party claim or proceeding resulting from a breach by the Client of its obligations under this Agreement.

11. General

11.1 Assignment

This Agreement is binding upon the Client and the Company. The Client may not assign its rights or delegate its obligations under this Agreement, including its license to use the Work Product, without first obtaining the written consent of the Company. The Company may assign its rights and delegate its obligations under this Agreement, including in connection with a merger, acquisition, or sale of substantially all of its assets or the Work Product, upon written notice to the Client.

11.2 Arbitration

As the exclusive means of resolving any disputes arising under this Agreement, either Party may demand that the dispute be settled through arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Arbitration shall take place in [COUNTY, STATE].

11.3 Modification; Waiver

Any amendments to this Agreement must be agreed upon in writing and signed by both the Client and the Company. No Party may waive its rights under this Agreement or release the other Party from its obligations hereunder, except through a written and signed document acknowledging such waiver or release.

11.4 Notices

(a) During the term of this Agreement, one Party may be required to send a notice to the other. For a notice to be valid, it must be in writing and delivered by one of the following methods: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). Notices must be sent to the address specified at the end of this Agreement or to any other address provided in writing for the purpose of receiving notices.

(b) The timing of receipt of a notice is crucial. A valid notice is considered received as follows: (i) if delivered personally, immediately upon delivery; (ii) if sent by email, upon acknowledgment of receipt; (iii) if sent by certified or registered mail, upon receipt as indicated by the signed receipt. If a Party refuses to accept a notice or if it cannot be delivered due to an address change without prior notification, it is deemed received when delivery is rejected or undeliverable. A notice received after 5:00 PM local time on a business day or on a non-business day will be considered received at 9:00 AM on the next business day.

11.5 Severability

If any provision of this Agreement is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case the provision shall be disregarded. The remainder of the Agreement shall continue in full force and effect.

11.6 Signatures

This Agreement must be signed by both the Client and the Company. Electronic signatures shall be deemed as valid as originals for all purposes.

11.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of law principles.

11.8 Entire Agreement

This Agreement, together with all SOWs executed hereunder, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior agreements, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[AGENCY LEGAL NAME]

[YOUR NAME], [TITLE]

Date: [DATE]

[CLIENT LEGAL NAME]

[CLIENT SIGNATORY NAME], [TITLE]

Date: [DATE]

Exhibit A — Pre-Existing Materials Schedule

This schedule lists the categories of Pre-Existing Materials the Company anticipates using in connection with this Agreement and any active SOW, as referenced in Section 3. Add or amend rows as needed.