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Home/Templates/Hiring agreements & offer letters/Master services agreement (MSA)
Signable template

Master services agreement (MSA)

Umbrella terms for repeat engagements between a client and a service provider: ordering work through statements of work, fees, intellectual property, liability, and term. Use it once, then attach a short SOW per project.

  • Made forEmployers
  • Reading time~3 min
  • What's includedFillable fields, signature blocks, and e-signature delivery through Diiirect.
Use this templateSign in or create a free account to customize and send for e-signature.

The template

This master services agreement sets the umbrella terms under which the client engages the provider for one or more projects. Individual projects are described in statements of work that both parties sign; each statement of work incorporates these terms, so the parties can agree commercial details per project without renegotiating the legal framework each time.

1. Parties and structure

Client company name (the "Client") and Provider name (the "Provider") enter this agreement effective Effective date.

  1. Services are ordered only through a statement of work ("SOW") signed by both parties that references this agreement.
  2. If a SOW conflicts with this agreement, the SOW controls for that project only, and only where it says so expressly.
  3. Neither party is obliged to propose or accept any SOW. This agreement by itself creates no minimum volume of work.

2. Statements of work

Each SOW describes at minimum: the deliverables or services, the timeline, the fees and payment schedule, the acceptance criteria, and the people or skills committed. Changes to a signed SOW require a written change order signed by both parties before the changed work starts.

3. Fees, invoicing, and expenses

  1. The Provider invoices according to the schedule in each SOW. The Client pays undisputed invoices within Payment terms of receipt.
  2. Reasonable out-of-pocket expenses approved in advance by the Client are reimbursed at cost against receipts.
  3. Fees exclude taxes. Each party bears the taxes that the law places on it.

4. Intellectual property

  1. On full payment of the related fees, the Provider assigns to the Client the deliverables identified as such in the applicable SOW.
  2. The Provider keeps ownership of its pre-existing materials and general-purpose tools, and grants the Client a non-exclusive license to use them as embedded in the deliverables.
  3. Each party keeps its own name and brand assets; nothing in this agreement transfers them.

5. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only for the engagement, share it only with people who need it and are bound to protect it, and return or delete it on written request when the engagement ends. These obligations survive the end of this agreement.

6. Warranties

  1. The Provider warrants that services will be performed in a professional and diligent manner by people with suitable skills.
  2. The Client warrants that it has the rights needed to share the materials it supplies for the work.
  3. If services fail to meet the warranty above, the Provider will re-perform the affected work at no extra charge as the first remedy.

7. Liability

  1. Neither party is liable to the other for indirect, incidental, or consequential losses arising from this agreement.
  2. Each party's total liability under this agreement and all SOWs is capped at Liability cap.
  3. The cap and exclusion above do not apply to breaches of confidentiality, infringement of the other party's intellectual property, or amounts properly owed under a SOW.

8. Term and termination

  1. This agreement continues until either party ends it with Termination notice period written notice. SOWs already signed continue under these terms until completed or terminated under their own text.
  2. Either party may terminate this agreement or a SOW if the other materially breaches it and does not cure the breach within a reasonable period after written notice.
  3. On termination, the Client pays for work performed and non-cancellable commitments reasonably incurred up to the termination date, and each party returns the other's materials.

9. Independent status

The Provider acts as an independent contractor. Nothing in this agreement creates an employment relationship, partnership, joint venture, or agency between the parties, and neither party may bind the other.

10. General

  1. This agreement is governed by the law of Governing jurisdiction.
  2. Notices must be in writing and sent to the contacts listed in the most recent SOW.
  3. This agreement together with its SOWs is the entire agreement between the parties on this subject and can be amended only in a writing signed by both.

Signatures

Provider: ✍ Provider signature Date: Provider signature date

For the Client: ✍ Client signature Date: Client signature date

Highlighted fields are filled in when you customize and send this document on Diiirect.

Jurisdiction note

Liability caps, implied warranties, and the effect of governing-law and venue clauses are treated very differently across jurisdictions. Have local counsel review the liability, warranty, and governing-law sections before relying on this template.

Not legal advice

This template is provided for general informational purposes only and is not legal advice. Laws differ by jurisdiction and change over time — have a qualified professional review any document before you rely on it.

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