Master services agreement template

MASTER SERVICES AGREEMENT TEMPLATE

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

IMPORTANT NOTICES

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

For repeated ordinary US B2B service projects under signed statements of work. Not for employment, regulated services, consumer subscriptions, construction, or processing sensitive personal data. State selection does not establish legal compliance.

PARTIES AND PROJECT FRAMEWORK

Effective [Effective date], [Provider legal name], of [Provider notice address and email] (Provider), and [Client legal name], of [Client notice address and email] (Client), agree to this framework for future services. No minimum purchase or exclusivity is promised. Work begins only under a statement of work (SOW) signed by authorized representatives of both parties.

SOW CONTENT AND PRIORITY

Each SOW must identify this agreement and specify scope, excluded work, deliverables, milestones, Client dependencies, fees, expenses, invoice schedule, acceptance criteria and project-specific rights. This agreement controls conflicts unless an SOW expressly identifies the clause it changes and states its replacement. Purchase orders and invoice boilerplate do not change these terms. Changes to scope, fees or dates require signed approval before additional work.

PERFORMANCE AND ACCEPTANCE

Provider will perform with reasonable skill and care, control its work methods, and remain responsible for its approved subcontractors. The contract label does not determine worker classification. Client will provide the agreed inputs and approvals; delays require a documented schedule adjustment, not automatic extra charges.

Client will accept deliverables in writing or identify specific failures against SOW criteria within [Deliverable review days] days after delivery. Silence is not acceptance. Provider will correct scoped failures on an agreed reasonable schedule. If correction fails, the parties will agree termination of the affected work and an appropriate refund, without limiting mandatory remedies.

FEES AND PAYMENT

Client will pay undisputed invoices within [Invoice payment days] days of receipt under each SOW. Disputed items must be identified promptly with reasons; the undisputed balance remains payable. No late fee or interest is created by this form. Expenses require advance written approval. Applicable transaction taxes must be itemized; each party bears its own income and employment taxes as law requires.

OWNERSHIP AND PERMITTED USE

Each party retains its pre-existing materials. Provider must identify embedded background or third-party materials and usage restrictions before including them in an SOW deliverable; it must secure the agreed rights. Client retains its supplied materials and permits Provider to use them only for the project.

CONFIDENTIALITY AND PROTECTED DISCLOSURES

Nonpublic information identified as confidential or reasonably understood to be confidential from its nature and context may be used only for the engagement. Each recipient will use reasonable care and restrict access to representatives who need it and owe confidentiality duties; it is responsible for their compliance. Information lawfully known, independently developed, publicly available without breach or lawfully received without restriction is excluded. Duties last [Confidentiality years after disclosure] years after each disclosure; qualifying trade secrets remain protected while the law protects them.

A recipient will give lawful, practicable notice of compelled disclosure and limit it to what is required. No notice or consent is required for protected reporting. Under 18 USC 1833(b), qualifying confidential disclosures to officials or counsel solely to report or investigate suspected violations, and sealed court filings, have statutory trade-secret immunity. In a retaliation suit a person may share the secret with counsel and use it under seal, with other disclosure only by court order. This does not authorize unlawful access.

DATA AND RISK ALLOCATION

No party will provide sensitive personal, financial, health or regulated customer data under this form. Any necessary data-processing, security or access terms require a separately reviewed written addendum before access. Each party will promptly report discovered unauthorized disclosure of the other's information. Neither party may advertise an endorsement without consent.

No contractual liability cap, damages exclusion, indemnity, insurance promise or exclusive remedy is imposed by this form. Rights and remedies remain subject to applicable law. If the project requires a negotiated allocation of these risks, the parties must agree a reviewed addendum before starting it.

TERM AND CLOSEOUT

Either party may end this framework for future SOWs with [Convenience termination notice days] days' written notice; active SOWs continue unless separately ended. Either party may terminate an affected SOW for material breach not cured within [Material breach cure days] days after written particulars. Convenience termination of active work requires signed agreement stating fees and transition work.

On ending work, Provider delivers paid-for work and Client pays earned fees and approved noncancelable expenses; Provider refunds unearned advances. Each party returns or deletes the other's confidential materials except legally required records or inaccessible routine backups, which remain protected. Payment, granted rights, confidentiality and accrued claims survive as applicable.

GENERAL AND EXECUTION

Notices go to the stated contact addresses and take effect on confirmed receipt. Neither party may assign this agreement without the other's written consent, subject to mandatory law. No agency, partnership or authority to bind the other party is created. Neither party is required to enter any SOW.

The laws of [Governing state] govern subject to mandatory applicable law. Parties will first refer disputes to authorized business representatives for good-faith discussion; this does not delay urgent relief or statutory deadlines. This agreement and signed SOWs contain the agreed terms; amendments require both parties' signatures. Invalid provisions are severed only where the remainder can function lawfully. Failure to enforce a right is not waiver. Each signer confirms authority. Counterparts form one instrument; electronic signatures may be used where permitted and agreed. Retain this agreement with every SOW.

SIGNATURES

Provider authorized signer: ____________________

Signature: ____________________ Date: ____________________

Client authorized signer: ____________________

Signature: ____________________ Date: ____________________