Master Service Agreement — Template

A drafting skeleton in plain English, written to be handed to a state-licensed attorney and turned into the real document — not finished legal language. One MSA, three variants: the variants differ only in Section 3 (Ownership & Licenses); pick the variant that matches who owns the build (see the Paperwork overview). The MSA governs the relationship; each project then attaches as its own Statement of Work.

MASTER SERVICE AGREEMENT

Between [COMPANY] (“Company”) and [CLIENT COMPANY] (“Client”), effective [DATE].

1. Engagement & Scope

Client engages Company to provide the professional services described in one or more Statements of Work. This Agreement sets the standing terms; it authorizes no work and no fees by itself.

2. Statements of Work

Each engagement is defined in a written SOW signed by both Parties, stating scope, deliverables, timeline, fees, and payment triggers. Each SOW incorporates this Agreement by reference. Where an SOW conflicts with this Agreement, the SOW controls for that engagement only. Scope changes require a written Change Order per the SOW.

3. Ownership & Licenses — pick ONE variant

Variant A — Client owns the work product

• On payment in full, all Work Product (excluding Company Pre-Existing Materials) is assigned to and owned by Client; Company delivers all files, code, credentials, and access at engagement close.
• Company may retain and reuse general know-how, methods, and Pre-Existing Materials, and receives a limited license to reference the engagement (non-confidential facts only) in its portfolio and marketing unless Client opts out in writing.

Variant B — Company owns the build, no recurring fee

• Company retains ownership of the Work Product and all underlying systems. Client receives a perpetual, non-exclusive, non-transferable license to use the Work Product for its internal business.
• Client owns its data at all times and may export it on request in a standard format.

Variant C — Company owns the build, annual license fee

• As Variant B, except the license is conditioned on payment of an annual license fee of $[AMOUNT], invoiced on each anniversary of launch.
• If the license lapses, Client’s access to the system ends after a [30]-day cure period, but Client keeps its data and receives a final export.

All variants

• Client IP: Client grants Company a limited license to use Client’s marks, content, and systems solely to perform the services.
• Pre-Existing Materials: each Party keeps what it brought; Company’s tooling, templates, and libraries remain Company’s.
• Business continuity: Company maintains documentation and (for Variants B/C) a source-code escrow or continuity plan reasonably sufficient for Client to operate if Company ceases business.

4. Fees & Payment

Fees are stated in each SOW. Invoices are due within [7] days of each SOW payment trigger, by ACH, wire, or other electronic method Company specifies. Late amounts accrue [1.5]% per month or the legal maximum, whichever is lower. Fees are exclusive of taxes, which are Client’s responsibility (excluding taxes on Company’s income).

5. Representations & Warranties

Each Party has authority to sign and perform. Company: services performed in a professional, workmanlike manner; Company has the right to provide (Variant A) or license (Variants B/C) the Work Product; services and Work Product will comply with applicable law and, to Company’s knowledge, will not infringe third-party rights. Client: materials supplied to Company will not infringe third-party rights; Client will review Work Product and raise issues within the review window stated in the SOW. EXCEPT AS STATED, SERVICES ARE PROVIDED WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED.

6. Term & Termination

This Agreement runs until terminated. Either Party may terminate for convenience on [30] days’ written notice (active SOWs complete unless also terminated per their terms), or immediately for material breach uncured [15] days after written notice. On termination: Client pays for work performed through the effective date; each Party returns or destroys the other’s Confidential Information; Sections 3, 5, and 8–11 survive.

7. Independent Contractor

Company is an independent contractor, not an employee, partner, or agent. Company controls its own methods, tools, schedule, and (with consent where the SOW requires it) subcontractors, and is responsible for its own taxes and insurance.

8. Confidentiality & Data

Each Party protects the other’s Confidential Information with at least reasonable care, uses it only for this engagement, and discloses it only to those who need it and are bound to confidentiality. Exclusions: information that is public, independently developed, or rightfully received from a third party; compelled disclosure permitted with notice. Data protection: before Company accesses Client systems or personal data, the Parties execute a mutual NDA and a data-processing addendum. Remote access: Client authorizes Company to access Client workstations and servers solely to perform the services — attended, per-session access by default; any unattended agent requires Client’s separate written sign-off and is revocable by Client at any time.

9. Limitation of Liability

Neither Party is liable for indirect, incidental, special, or consequential damages, or lost profits/revenue/data, even if advised of the possibility. Each Party’s total liability is capped at the fees paid or payable under the applicable SOW in the [12] months preceding the claim. Carve-outs: confidentiality breaches, indemnity obligations, and Client’s payment obligations.

10. Indemnity

Client indemnifies Company against third-party claims arising from Client-supplied materials or Client’s use of deliverables in violation of law or this Agreement. Company indemnifies Client against third-party claims that the Work Product, as delivered, infringes their IP rights, provided Client didn’t modify it or combine it in ways that caused the claim.

11. General

Assignment only with written consent (except to a successor in a sale of the business). Disputes: good-faith negotiation, then binding arbitration in [COUNTY, STATE] (small-claims and injunctive relief excepted). Modifications and waivers in writing. Notices in writing to the addresses on the signature page (email acceptable). Severability preserved. Electronic signatures valid. Governing law: [STATE]. This Agreement plus its SOWs is the entire agreement and supersedes prior discussions.

[COMPANY] — [FOUNDER], Founder · Date: ______

[CLIENT COMPANY] — [CLIENT CONTACT], [Title] · Date: ______

⚠️ Drafting skeleton, not legal advice. Have a licensed attorney in your state turn this into the executable document and review it against your insurance and local law before first client use.