Master Services Agreement (MSA)

Disclaimer: This is an educational scaffold. Have a licensed attorney review before using with paying customers, especially for professional services engagements over $10K.

When to Use an MSA vs. a SaaS Agreement

MSA + SOW structure: The MSA sets the legal framework; individual Statements of Work (SOWs) define each specific project, timeline, and price. Sign MSA once; attach new SOWs for each engagement.

MSA — Key Sections

1. Services

1. SERVICES

1.1 Services. [Company] will provide the services described in one or more Statements
of Work ("SOW") executed by the parties under this Agreement. Each SOW is incorporated
into this Agreement by reference.

1.2 Changes. Any changes to a SOW require a written Change Order signed by both parties.
Verbal change requests are not binding.

1.3 Client Responsibilities. Client will: (a) provide timely access to personnel,
systems, and information necessary for [Company] to perform; (b) review and approve
deliverables within the timeframes specified in the SOW; (c) designate a single point
of contact for project communications.

1.4 Delays. If Client-caused delays prevent [Company] from performing, [Company]
may adjust the timeline and, if delay exceeds 30 days, may invoice for work completed
to date.

2. Fees and Payment

2. FEES AND PAYMENT

2.1 Fees. Client shall pay the fees specified in each SOW.

2.2 Invoicing. [Company] will invoice [monthly / upon milestone completion / as specified
in the SOW]. Payment is due [net 30] days from invoice date.

2.3 Expenses. Client will reimburse pre-approved expenses (travel, materials) within
30 days of receipt of documentation.

2.4 Late Payment. Overdue amounts accrue interest at 1.5% per month (or the maximum
permitted by law, whichever is less). [Company] may suspend services for non-payment
after [10] days' notice.

2.5 Taxes. Fees exclude applicable taxes. Client is responsible for applicable sales,
use, VAT, or similar taxes.

3. Intellectual Property

3. INTELLECTUAL PROPERTY

3.1 Client Materials. Client owns all materials, data, and content provided by Client
("Client Materials"). Client grants [Company] a license to use Client Materials solely
to perform the Services.

3.2 Deliverables. Upon receipt of full payment, [Company] assigns to Client all right,
title, and interest in deliverables specifically created for Client under a SOW
("Custom Deliverables"), excluding [Company] Pre-existing IP.

3.3 [Company] Pre-existing IP. [Company] retains all rights to its pre-existing IP,
tools, methodologies, frameworks, and general know-how ("Pre-existing IP"). [Company]
grants Client a non-exclusive license to use Pre-existing IP embedded in Custom
Deliverables solely to use those deliverables.

3.4 Residual Knowledge. [Company] may use general knowledge, skills, and experience
gained in performing Services, provided [Company] does not disclose Client's
Confidential Information.

3.5 Open Source. If [Company] incorporates open source software in deliverables,
[Company] will identify such components and their licenses. Client accepts responsibility
for compliance with applicable open source license terms.

4. Confidentiality

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by
either party marked as confidential or that reasonably should be understood as such.

4.2 Obligations. Each party will: (a) protect the other's Confidential Information with
at least the same care it uses for its own (not less than reasonable care); (b) use it
only as permitted under this Agreement; (c) disclose it only to those with a need to know.

4.3 Exceptions. Obligations do not apply to information that: (a) becomes public without
breach; (b) was known before disclosure; (c) is independently developed; (d) is received
from a third party without restriction; (e) is required by law to be disclosed.

4.4 Term. Confidentiality obligations survive termination for 3 years. Obligations
regarding trade secrets survive indefinitely.

5. Representations and Warranties

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual. Each party represents that: (a) it has the authority to enter this Agreement;
(b) it will comply with applicable laws; (c) its performance will not violate any
third-party agreement.

5.2 [Company] Warranties. [Company] warrants that: (a) Services will be performed in
a professional and workmanlike manner; (b) deliverables will materially conform to
specifications in the SOW for 30 days after delivery.

5.3 DISCLAIMER. EXCEPT AS STATED IN SECTION 5.2, SERVICES AND DELIVERABLES ARE
PROVIDED "AS IS." [COMPANY] DISCLAIMS ALL OTHER WARRANTIES.

6. Limitation of Liability

6. LIMITATION OF LIABILITY

6.1 EXCLUSION. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

6.2 CAP. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE FEES
PAID BY CLIENT IN THE 12 MONTHS PRIOR TO THE CLAIM, OR (B) $[X].

6.3 EXCEPTIONS. The cap does not apply to: (a) payment obligations; (b) breach of
confidentiality; (c) IP indemnification; (d) fraud or willful misconduct.

7. Indemnification

7. INDEMNIFICATION

7.1 By [Company]. [Company] shall defend and indemnify Client against third-party claims
that deliverables (excluding Client Materials and open source) infringe a U.S. patent,
copyright, or trademark.

7.2 By Client. Client shall defend and indemnify [Company] against claims arising from:
(a) Client Materials; (b) Client's breach; (c) Client's use of deliverables not in
accordance with this Agreement.

8. Term and Termination

8. TERM AND TERMINATION

8.1 Term. This Agreement begins on the effective date and continues until terminated.

8.2 Termination for Convenience. Either party may terminate this Agreement with 30 days'
written notice, provided all SOWs are complete or separately terminated.

8.3 Termination of SOW for Convenience. Client may terminate any SOW with 15 days'
written notice. Client shall pay for all work completed and non-cancellable commitments
through the termination date, plus a kill fee of [X]% of the remaining SOW value.

8.4 Termination for Cause. Either party may terminate immediately for the other's
material breach that remains uncured after 30 days' written notice.

8.5 Effect. Upon termination: (a) [Company] will deliver all work in progress;
(b) Client will pay for all work completed; (c) each party returns or destroys the
other's Confidential Information.

9. General

9. GENERAL

9.1 Independent Contractor. [Company] is an independent contractor. Nothing creates
an employment, partnership, or joint venture relationship.

9.2 Non-Solicitation. During the term and for 12 months after, neither party will
solicit the other's employees or contractors directly involved in this Agreement.

9.3 Governing Law. Missouri law governs, without regard to conflict of law principles.

9.4 Dispute Resolution. Disputes shall be resolved by binding arbitration (AAA rules)
in [St. Louis, Missouri]. Each party bears its own legal fees.

9.5 Entire Agreement. This Agreement, with all SOWs, constitutes the entire agreement
on its subject matter.

9.6 Amendment. Amendments require written signatures of both parties.

9.7 Assignment. Neither party may assign without prior written consent, except to an
acquirer of substantially all its assets.

9.8 Force Majeure. Neither party is liable for delays caused by circumstances beyond
reasonable control.

Statement of Work (SOW) Template

Attach one per engagement.

STATEMENT OF WORK #[X]
Under Master Services Agreement dated [Date]

Client: [Name]
[Company]: [Name]
SOW Effective Date: [Date]

PROJECT OVERVIEW
[2–3 sentences describing the project and its business purpose]

SCOPE OF WORK
[Company] will deliver:
1. [Deliverable 1 — specific and measurable]
2. [Deliverable 2 — specific and measurable]
3. [Deliverable 3 — specific and measurable]

OUT OF SCOPE
The following are NOT included:
- [Item 1]
- [Item 2]

TIMELINE AND MILESTONES
[Milestone 1]: [Date] — [Deliverable]
[Milestone 2]: [Date] — [Deliverable]
Final delivery: [Date]

FEES
[Option A — Fixed fee]: $[X] total
  Payment schedule: $[X] on signing; $[X] at milestone 1; $[X] on completion

[Option B — Time and materials]: $[X]/hour, estimated [X] hours
  Billed [weekly/monthly]; not to exceed $[X] without written approval

EXPENSES
[Included / Reimbursed with receipts / Not applicable]

CLIENT OBLIGATIONS
Client will provide by [Date]:
- [Resource, access, or information needed]
- Point of contact: [Name, Email, Phone]
- Review turnaround: [X business days for each deliverable]

ACCEPTANCE
Deliverables are accepted when Client provides written approval or fails to provide
written rejection within [10] business days of delivery.

Signed:
Client: _____________________ Date: _________
[Company]: __________________ Date: _________