A master service agreement (MSA) is a contract that sets the legal terms for an ongoing relationship between a client and a service provider, so each new project only needs a short statement of work (SOW) instead of a whole new contract. Agencies, IT firms, consultants and outsourced teams with repeat clients use them. This free MSA template comes with a one-page SOW form attached.
How is an MSA different from an SOW and a service agreement?
Think of it as two layers. The MSA is the rulebook: payment terms, confidentiality, who owns the work, limits on liability, and how either side can walk away. The SOW is the job ticket: what’s being delivered this time, by when, and for how much.
Take a made-up example. A four-person web studio in Denver builds a site for a regional dental group in March. In June the client wants a booking integration, and in October a redesign of its patient newsletter. With an MSA signed in March, the June and October work each takes a two-page SOW that both sides sign in a day. Without one, each project reopens debates about IP ownership and late fees.
Our service agreement packs scope and legal terms into one document, which is the right call for a single project with a clear end. If you’re a solo consultant selling advice rather than deliverables, the consulting agreement may read more naturally. And if uptime, response times and service credits are the heart of the deal, add a service level agreement alongside the MSA.
What goes in the master agreement itself?
The MSA should hold everything that stays the same from project to project.
How SOWs work. Each SOW becomes part of the MSA once both sides sign it. Nobody is obliged to sign any SOW, and there’s no minimum volume unless you add one.
Order of precedence. When the MSA and an SOW conflict, one of them has to win. Our template picks the MSA, unless an SOW expressly names a section it’s overriding for that project. That stops a stray line in a rushed SOW from quietly rewriting your liability cap.
Fees, invoicing and late payment. Default payment terms (for example, net 30), how expenses are approved, and what happens when invoices go unpaid, including the right to pause work.
Changes. How scope changes are requested and approved. A written change to the SOW, signed by both, keeps everyone honest.
Acceptance. A review window after each deliverable, and what counts as acceptance if the client says nothing.
Intellectual property. The client owns the deliverables once paid in full. The provider keeps its pre-existing tools, code libraries and know-how, and grants the client a license to use them as part of the deliverables.
Confidentiality and data. Both sides protect each other’s confidential information. If the provider will handle personal data, add the specific terms the law or the client requires.
Liability and indemnity. A mutual cap on damages, usually tied to fees paid over a set period, with carve-outs for things like breach of confidentiality. The template doesn’t try to exclude liability for gross negligence or intentional misconduct.
Term and termination. How long the MSA lasts, how either side can end it, and what happens to SOWs in progress when it ends.
Independent contractor status. The provider controls how the work gets done.
What should each statement of work include?
A good SOW is specific enough that a stranger could tell whether it was finished. Our SOW form asks for the project name, deliverables, milestones and dates, the pricing model (fixed fee, time and materials, or retainer), key contacts, client dependencies, and any assumptions. Number SOWs in sequence so invoices can reference them.
What should you watch for as a service provider or client?
Worker classification is the big one if the provider is an individual. The IRS says the general rule is that someone is an independent contractor if the payer has the right to control or direct only the result of the work, not what will be done and how it will be done. An MSA that dictates hours, tools and methods can undercut the contract label, so write SOWs around outcomes.
Clients should read the IP and confidentiality sections closely before signing, because they apply to every future project. Providers should check the liability cap and the payment terms for the same reason.
How do you fill in and sign an MSA and its SOWs?
- Fill in the MSA’s blanks: payment terms, the liability cap, notice addresses and governing law.
- Have both sides review it and sign it once.
- For each project, complete a new SOW with a sequential number and sign it.
- Keep the MSA and every signed SOW together, since they form one contract.
Electronic signatures are a good fit for SOWs in particular, because they come often and need quick turnaround. The federal ESIGN Act says a contract can’t be denied legal effect because an electronic signature was used to form it. See are electronic signatures legally binding and what an e-signature audit trail records.
Download it, fill in the blanks, and send it for e-signature with any tool you like. (We’re building SignWren for exactly this; join the waitlist.)
This template and guide are general information, not legal advice. For a specific contract or dispute, talk to a lawyer licensed where you are.
Template from signwren.com. General information, not legal advice. Check your state's rules and adapt it before you use it.
MASTER SERVICE AGREEMENT
This Master Service Agreement ("MSA") is made on [date] (the "Effective Date") between:
Client: [Client's full legal name], a [state and type of entity, or "an individual"], of [address] ("Client"), and
Service Provider: [Provider's full legal name], a [state and type of entity, or "an individual"], of [address] ("Provider").
1. How This Agreement Works
This MSA sets the terms for services Provider performs for Client. Each specific project will be described in a statement of work ("SOW") substantially in the form of Schedule A. An SOW becomes part of this MSA when both parties sign it. Neither party must sign any SOW, and Client is not committing to any minimum amount of work unless an SOW says so.
2. Order of Precedence
If this MSA and an SOW conflict, this MSA controls, unless the SOW expressly names the section of this MSA it changes and says the change applies to that SOW only.
3. Services and Standards
Provider will perform the services in each SOW in a professional and workmanlike manner, with appropriately skilled personnel, and in line with applicable law. Client will provide the information, access, approvals and other items listed in the SOW as client responsibilities, on time. Provider is not responsible for delays caused by Client missing those responsibilities.
4. Changes
Either party may request a change to an SOW's scope, schedule or price. A change takes effect only when both parties sign a written change order or amended SOW.
5. Fees, Expenses and Payment
Fees are set in each SOW. Unless an SOW says otherwise:
- Provider will invoice ☐ monthly ☐ at each milestone ☐ [other].
- Client will pay undisputed amounts within [number] days of the invoice date.
- Client will reimburse reasonable expenses that Client approved in advance in writing, at cost, with receipts.
- If Client disputes an invoice in good faith, it will tell Provider in writing within [number] days, with reasons, and pay the undisputed part on time.
- Overdue undisputed amounts accrue interest at [rate]% per month or the highest rate allowed by law, whichever is lower. If an amount is more than [number] days overdue, Provider may pause work on written notice until it is paid.
Each party is responsible for its own taxes on income. Client is responsible for any sales or use taxes on the services, if applicable.
6. Acceptance
Client will review each deliverable within [number] business days of delivery and either accept it or give written notice describing how it fails to meet the SOW. Provider will correct the problems and redeliver, and the same review process will apply. If Client does not respond within the review period, or uses the deliverable in its business, the deliverable is accepted.
7. Intellectual Property
Deliverables. When Client has paid in full for a deliverable, Provider assigns to Client all of Provider's rights in that deliverable, except Provider Materials.
Provider Materials. Provider keeps ownership of tools, code, templates, methods and know-how it owned before the SOW or developed independently of Client ("Provider Materials"). To the extent Provider Materials are built into a deliverable, Provider grants Client a non-exclusive, perpetual, royalty-free license to use them as part of that deliverable.
8. Confidentiality
Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform this MSA, and share it only with people who need it for that purpose and are bound by similar duties. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is received lawfully from someone else. A party may disclose information when the law requires, after giving the other party notice if allowed. These duties last for [number] years after this MSA ends, and for trade secrets as long as they remain trade secrets.
If Provider will handle personal information for Client, the parties will sign any additional data protection terms the law requires before that work starts.
9. Warranties
Each party states it has the authority to enter this MSA. Provider states that, to its knowledge, the deliverables will not infringe anyone else's intellectual property rights. For [number] days after acceptance, Provider will fix, at no charge, any deliverable that does not materially conform to its SOW. Apart from what this MSA says, neither party makes any other warranty.
10. Indemnity
Provider will defend Client against third-party claims that a deliverable (other than Client-supplied materials) infringes intellectual property rights, and pay resulting damages and costs finally awarded or agreed in settlement. Client will do the same for claims about materials Client supplies. The party seeking protection must give prompt notice, reasonable cooperation, and control of the defense to the other party.
11. Limitation of Liability
Neither party is liable for indirect, consequential or lost-profit damages. Each party's total liability under this MSA is limited to the fees paid or payable under the relevant SOW in the [number] months before the claim. These limits do not apply to a party's indemnity obligations, breach of Section 8, gross negligence, intentional misconduct, or Client's obligation to pay fees.
12. Term and Termination
This MSA starts on the Effective Date and continues until either party ends it. Either party may end this MSA or any SOW:
- for convenience, on [number] days' written notice; or
- if the other party materially breaches it and does not fix the breach within [number] days after written notice.
When an SOW ends, Client will pay for services performed and approved expenses incurred up to the end date, and Provider will deliver all completed and in-progress work that Client has paid for. Ending this MSA does not end SOWs in progress unless the notice says so; those SOWs stay governed by this MSA until they finish. Sections 5, 7, 8, 10, 11 and 14 survive termination.
13. Independent Contractor
Provider is an independent contractor. Provider controls how, when and where the services are performed, supplies its own tools, and is responsible for its personnel's pay, taxes and benefits. Nothing in this MSA creates an employment, partnership or joint venture relationship.
14. General Terms
Notices. Notices must be in writing and sent by email with a copy by mail or courier to the addresses above, or to any new address a party gives in writing.
Entire agreement. This MSA, its schedules and all signed SOWs are the entire agreement between the parties about the services. Terms on purchase orders or invoices do not apply.
Amendments. Any change to this MSA must be in writing and signed by both parties.
Assignment. Neither party may transfer this MSA without the other's written consent, except to a successor to its whole business.
Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations.
Governing law. This MSA is governed by the laws of the State of [State].
Severability. If any part of this MSA is found invalid, the rest stays in effect.
Counterparts and electronic signatures. The parties agree this agreement may be signed electronically and in counterparts, and an electronic signature has the same effect as a handwritten one. This applies to each SOW and change order too.
Signatures
Client
Signature: ______________________________
Name: [full name]
Date: [date]
Service Provider
Signature: ______________________________
Name: [full name]
Date: [date]
Schedule A: Statement of Work (form)
SOW number: [number] Date: [date]
This SOW is issued under the Master Service Agreement between Client and Provider dated [date].
Project name: [name]
Services and deliverables: [describe each deliverable specifically]
Milestones and dates: [milestone, due date]
Pricing: ☐ Fixed fee of [$ amount] ☐ Time and materials at [$ rate] per hour, not to exceed [$ amount] without written approval ☐ Retainer of [$ amount] per month for up to [number] hours
Payment schedule: [e.g. 40% on signing, 60% on acceptance]
Client responsibilities: [access, content, approvals, contacts]
Assumptions and exclusions: [what is not included]
Key contacts: Client: [name, email]. Provider: [name, email].
Changes to the MSA for this SOW only: [name the section and the change, or "None"]
Signed for Client: ______________________ Date: [date]
Signed for Provider: ______________________ Date: [date]