Master Service Agreement template

A standing commercial template for an ongoing customer–provider relationship.


What this contract contains

Preamble and parties.In the creator you enter each party’s legal name, entity type, and address, pick whether you are the customer or the provider, and set whether the MSA starts today or on a date you choose. That choice swaps the Customer and Provider labels so duties sit on the right side. Names the agreement and each party as Customer or Provider. Choose your side and the effective date in the creator.
Structure.The MSA holds reusable legal terms. In the creator you choose whether individual projects attach as statements of work, order forms, or either, so you are not renegotiating indemnity and liability every time work starts. Says later projects attach as SOWs or order forms under this MSA. Choose the ordering document in the creator.
Services and change orders.You describe the work in plain English and the creator turns it into a services clause. Change orders keep extra work from expanding silently; a later SOW or order form still carries the project-specific scope and fees. Describes the kinds of work the MSA covers and how scope changes are written down.
Acceptance.When this clause is on, the customer has a set period to reject a deliverable in writing or it is deemed accepted. You can turn this on or off in the creator when the work will produce deliverables. Optional. Sets a review window for deliverables before they are treated as accepted.
Fees.Project price still lives on the SOW or order form. This clause sets how invoices work and how many days the customer has to pay, which you choose in the creator. Covers invoicing, payment timing, and taxes. Set the payment period in the creator.
Intellectual property.If the work produces deliverables, you choose whether the customer owns them on payment or the provider keeps them and licenses them. Pre-existing tools and third-party materials stay with their owners. Turn deliverables off if the MSA is only for access to a product. Decides who owns deliverables and what licences each side keeps. Set ownership in the creator.
Confidentiality. Protects non-public information exchanged across the whole relationship, not just one project.
Warranties, liability, indemnity.In the creator you can cap liability at fees paid over a period, at a fixed amount, or leave it uncapped, and optionally add a higher cap for confidentiality or data claims. Indemnity and warranty language sit next to that cap so the risk allocation is visible in one place. Allocates performance promises, damage caps, and who defends third-party claims. Set the cap in the creator.
Term and termination.The creator offers a fixed term or an open term that continues until someone terminates. Wind-down duties keep data and unpaid work from being stranded when the relationship ends. Sets how long the MSA runs and how either side can end it. Choose the term in the creator.
Governing law.Governing law and venue decide which state’s rules apply and where a dispute must be filed, or whether it goes to arbitration instead. In the creator you pick a listed jurisdiction or enter another, then choose court or arbitration so the sample is not locked to a default state. Sets the state law that governs the MSA and where disputes must be brought. Choose the jurisdiction in the creator.
General. Covers assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.
Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.

Frequently asked questions

When should I use an MSA?

Use an MSA for recurring professional services or managed-service relationships, SaaS-plus-services bundles that will issue multiple order forms, or any engagement where you expect more than one statement of work. The MSA holds standing legal terms so later projects can attach without rewriting the boilerplate.

Do I still need an SOW if I have an MSA?

Usually yes. The MSA is the legal umbrella; the SOW or an order form is where a specific project’s scope, milestones, and fees live.

Can I download this MSA template?

Yes. Use Download .docx to get a Word file with placeholders such as [Party A] and [Effective Date]. You can edit it in Word or Google Docs, or create a filled-in version in the free contract creator.

Is the sample legally binding as shown?

No. Placeholder sample text is a starting point. It becomes an agreement for your deal after you fill in the details—manually or in the free contract creator—and the parties sign.

When should I use the free contract creator instead of editing the file?

Use the free contract creator if you want guided choices for who is the customer, how projects attach, IP ownership, payment timing, liability caps, term, governing law, and optional clauses such as acceptance, insurance, a DPA prompt, and non-solicitation, without hunting through every blank yourself.

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