MASTER SERVICES AGREEMENT

[// GUIDANCE: Suitable for recurring professional services and deliverables. Pair with SOWs and SLAs.]

TABLE OF CONTENTS

1. Parties and Effective Date
2. Definitions
3. Services and SOWs
4. Service Levels and Changes
5. Client Obligations
6. Fees, Invoices, and Taxes
7. Intellectual Property
8. Confidentiality and Security
9. Data Protection
10. Warranties
11. Indemnities
12. Limitation of Liability
13. Term, Suspension, and Termination
14. Consequences of Termination
15. Insurance
16. Compliance (Anti-Corruption, Sanctions, Export)
17. Dispute Resolution
18. Miscellaneous
19. Signatures
20. Schedules

1. PARTIES AND EFFECTIVE DATE

Agreement between [PROVIDER LEGAL NAME] (“Provider”) and [CLIENT LEGAL NAME] (“Client”), effective [EFFECTIVE DATE].

2. DEFINITIONS

[// GUIDANCE: Define Deliverables, Services, SOW, Acceptance, Service Levels, Fees, Taxes, Personal Data, Confidential Information, Provider Materials, Client Materials, Open Source.]

3. SERVICES AND SOWs

• Provider will perform Services and provide Deliverables described in executed SOWs.
• Order of precedence: this MSA controls; specific SOW controls for its scope; POs have no effect unless expressly incorporated.
• No implied obligations beyond signed SOWs.

4. SERVICE LEVELS AND CHANGES

• If Services include ongoing support/hosting, SLAs are in the applicable SOW/Schedule; credits are sole remedy for SLA misses unless chronic (then termination right).
• Changes follow the change control process in the applicable SOW.

5. CLIENT OBLIGATIONS

• Provide access, information, facilities, decision-making, and required third-party consents.
• Designate a project lead; respond within agreed Review Periods.
• Dependencies and delays may adjust timeline/fees as set in SOW.

6. FEES, INVOICES, AND TAXES

• Fees: [T&M / fixed / milestone]; expenses pre-approved and passed through at cost.
• Invoicing cadence; payment terms; late charges; suspension for non-payment after notice.
• Taxes: Client responsible for applicable taxes excluding Provider’s income taxes; withholding gross-up if agreed.

7. INTELLECTUAL PROPERTY

• Background IP remains with contributing party.
• Deliverables: [Option A: Work made for hire + assignment to Client]; [Option B: License to Client].
• Provider Materials embedded in Deliverables are licensed to Client on a [perpetual/non-exclusive/worldwide] basis to use Deliverables.
• Client Materials remain Client’s; Client grants Provider a limited license to use them to perform the Services.
• Open Source disclosed and governed by its licenses; no copyleft components without Client approval.

8. CONFIDENTIALITY AND SECURITY

• Mutual confidentiality; standard exclusions; protection period [X] years post-termination.
• Security: Provider maintains safeguards consistent with [SECURITY STANDARD/ADDENDUM]; incident notice within [X] hours of confirmation.

9. DATA PROTECTION

• If Provider processes Personal Data for Client, the Data Processing Addendum (“DPA”) in Schedule [•] applies; includes transfer mechanisms (SCCs/IDTA as applicable).
• Data return/deletion upon termination per DPA and SOW.

10. WARRANTIES

• Services performed in a professional and workmanlike manner; Deliverables will conform to Acceptance Criteria at delivery and for the Warranty Period in the SOW.
• No malware; sufficient rights to grant licenses; compliance with laws applicable to Provider’s performance.
• Disclaimers for implied warranties to the extent permitted.

11. INDEMNITIES

• Provider indemnifies for third-party claims alleging (a) IP infringement by Deliverables/Services as provided, or (b) bodily injury/property damage caused by Provider.
• Client indemnifies for claims arising from Client Materials, instructions, or misuse.
• Process: prompt notice, control of defense, cooperation; settlements require consent.

12. LIMITATION OF LIABILITY

• Cap: aggregate liability limited to fees paid/payable in the [12] months before the claim; adjust if needed for large transactions.
• Exclusions: no consequential/indirect damages (lost profits, revenue, data), except carve-outs as negotiated (e.g., IP indemnity, confidentiality breach, data breach, willful misconduct).

13. TERM, SUSPENSION, AND TERMINATION

• Initial term [X] years; renewals [auto/optional].
• Termination for material breach uncured within [30] days; insolvency; suspension for security/legal risk or non-payment after notice.
• Termination for convenience: [include/exclude]; if included, fees through effective date plus committed non-cancellable costs.

14. CONSEQUENCES OF TERMINATION

• Pay accrued fees/expenses; return or delete Confidential Information and Client Data; certify deletion if requested.
• Optional transition assistance for [X] days at [rate].

15. INSURANCE

• Provider maintains [GL/E&O/Cyber] with limits [INSERT]; certificates on request; notice of cancellation/non-renewal.

16. COMPLIANCE (ANTI-CORRUPTION, SANCTIONS, EXPORT)

• Each party complies with anti-corruption laws; no facilitation payments; no dealings with sanctioned parties or prohibited end uses; export classifications provided on request.

17. DISPUTE RESOLUTION

• Good-faith escalation to executives; then [mediation/arbitration/court] per selection; governing law and forum set in [STATE/COUNTRY]; jury trial waiver if permitted.

18. MISCELLANEOUS

• Assignment restrictions (change of control carve-out optional); subcontracting conditions; notices; force majeure; independent contractors; severability; counterparts; amendments in writing; order of precedence.

19. SIGNATURES

• Execution blocks for Provider and Client.

20. SCHEDULES

• Schedule 1: Form of SOW.
• Schedule 2: Service Levels (if applicable).
• Schedule 3: Data Processing Addendum / Security Requirements.
• Schedule 4: Acceptable Use Policy (if applicable).