Master Services Agreement (MSA)

Provider: [Company Name] · Client: [Company Name] · Effective Date: [Date]

1. Purpose

This Master Services Agreement establishes the general terms and conditions governing all services Provider performs for Client. Specific projects will be defined in individual Statements of Work ("SOWs") that reference and incorporate this MSA.

2. Statements of Work

Each SOW will specify: scope of services, deliverables, timeline, fees, and any project-specific terms. In the event of a conflict, the SOW's specific terms control for that project only; this MSA governs all general terms not otherwise addressed.

3. Payment Terms

Unless a specific SOW states otherwise, payment terms are [Net 30] from invoice date.

4. Intellectual Property

Unless a specific SOW states otherwise, [ownership terms — e.g. "Client owns work product upon full payment"] apply to all deliverables under any SOW.

5. Confidentiality

Both parties will keep confidential any proprietary information shared under this MSA or any SOW, for [Period] after disclosure or termination.

6. Limitation of Liability

Each party's total liability under this MSA and all SOWs combined is limited to [Amount / fees paid in the preceding 12 months], except for breaches of confidentiality or indemnification obligations.

7. Term and Termination

This MSA remains in effect until terminated by either party with [Notice Period] notice, and termination of the MSA does not automatically terminate any SOW already in progress unless stated otherwise.

Provider: ______________________ Date: ____________ Client: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. The real value of an MSA structure is negotiating the hard legal terms (liability, IP, confidentiality) ONCE, so that launching a new project later just means signing a short SOW — not renegotiating the whole relationship every time new work comes up.*