Master Services Agreement (California)

MASTER SERVICES AGREEMENT

STATE OF CALIFORNIA

This Master Services Agreement ("Agreement" or "MSA") is entered into as of [__/__/____] (the "Effective Date") by and between:

CLIENT:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City/State/ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("Client")

AND

SERVICE PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City/State/ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("Provider")

(each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, Provider is engaged in the business of providing professional and/or technology services and possesses the expertise, resources, and personnel necessary to perform such services;

WHEREAS, Client desires to engage Provider to perform certain services as described in one or more Statements of Work executed pursuant to this Agreement;

WHEREAS, the Parties wish to establish the general terms and conditions governing all services to be performed by Provider for Client; and

WHEREAS, this Agreement shall be governed by the laws of the State of California, including Cal. Civ. Code §§ 1549–1701.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Acceptance" means Client's written confirmation that a Deliverable conforms to the applicable Acceptance Criteria.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards set forth in the applicable SOW against which Deliverables shall be evaluated.

1.3 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of fifty percent (50%) or more of the voting securities.

1.4 "Authorized Users" means employees, contractors, and agents of Client authorized to receive or use the Services.

1.5 "Change Order" means a written amendment to an SOW executed by both Parties modifying the scope, schedule, fees, or other terms of such SOW.

1.6 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written, or electronic, including trade secrets, business plans, financial data, customer lists, technical data, and software code.

1.7 "Deliverables" means tangible or intangible work products to be provided by Provider under an SOW.

1.8 "Effective Date" means the date first written above.

1.9 "Expenses" means pre-approved, reasonable out-of-pocket costs incurred by Provider in performing the Services, including travel, lodging, and materials.

1.10 "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, war, terrorism, pandemic, governmental action, fire, flood, earthquake, or labor disputes.

1.11 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, know-how, inventions, designs, software, and other intellectual property rights.

1.12 "Key Personnel" means the individuals identified in an SOW as essential to the performance of the Services.

1.13 "Personal Data" means information relating to an identified or identifiable natural person, as defined under the California Consumer Privacy Act (Cal. Civ. Code § 1798.140).

1.14 "Pre-Existing IP" means Intellectual Property owned by or licensed to a Party prior to the Effective Date or developed independently of this Agreement.

1.15 "Service Levels" means the performance standards, metrics, and benchmarks set forth in an SOW or a Service Level Agreement attached hereto.

1.16 "Services" means the professional, consulting, technology, or other services to be performed by Provider as described in one or more SOWs.

1.17 "Statement of Work" or "SOW" means a written document executed by both Parties describing the specific Services, Deliverables, timelines, fees, and other terms for a particular engagement.

1.18 "Work Product" means all Deliverables, inventions, discoveries, improvements, works of authorship, software, documentation, and other materials created by Provider in the course of performing the Services.

ARTICLE 2: SERVICES AND STATEMENTS OF WORK

2.1 Engagement. Provider shall perform the Services described in each SOW executed by both Parties. Each SOW shall be substantially in the form of Exhibit A attached hereto.

2.2 SOW Requirements. Each SOW shall include, at a minimum: (a) description of Services; (b) Deliverables; (c) Acceptance Criteria; (d) timeline and milestones; (e) fees and payment schedule; (f) Key Personnel; and (g) any project-specific terms.

2.3 Order of Precedence. In the event of a conflict between this MSA and any SOW, the terms of this MSA shall control unless the SOW expressly states that it is intended to supersede a specific MSA provision and is signed by authorized representatives of both Parties.

2.4 Standard of Performance. Provider shall perform all Services in a professional, workmanlike manner, consistent with industry standards and applicable professional standards of care.

2.5 Subcontracting. Provider shall not subcontract any portion of the Services without Client's prior written consent. Provider shall remain fully responsible for all subcontractor performance.

ARTICLE 3: SERVICE LEVELS

3.1 Service Level Standards. Provider shall meet or exceed the Service Levels set forth in the applicable SOW or Service Level Agreement.

3.2 Service Level Credits. If Provider fails to meet any Service Level, Client shall be entitled to service credits as specified in the applicable SOW. Service credits shall be Client's sole and exclusive remedy for Service Level failures, except where failures constitute a material breach.

3.3 Reporting. Provider shall deliver monthly performance reports to Client documenting compliance with all applicable Service Levels.

3.4 Remediation. Upon any Service Level failure, Provider shall promptly investigate the root cause and implement corrective measures. Provider shall deliver a written remediation plan to Client within five (5) business days of any critical Service Level failure.

ARTICLE 4: FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in each SOW. Fee types may include:

4.2 Rate Card. Provider's standard billing rates are set forth in Exhibit B. Rates shall remain fixed for the Initial Term unless otherwise agreed in writing.

4.3 Invoicing. Provider shall submit detailed invoices to Client on a [____] basis (monthly/bi-weekly). Each invoice shall include: (a) SOW reference number; (b) description of Services performed; (c) hours worked by personnel category; (d) applicable rates; (e) itemized Expenses; and (f) total amount due.

4.4 Payment Terms. Client shall pay all undisputed invoices within thirty (30) days of receipt. Client may withhold payment only for amounts disputed in good faith, provided Client delivers written notice of the dispute within fifteen (15) days of invoice receipt.

4.5 Late Payment. Overdue amounts shall bear interest at the rate of ten percent (10%) per annum, or the maximum rate permitted under Cal. Civ. Code § 3289(b), whichever is less, calculated from the due date until paid in full.

4.6 Taxes. All fees are exclusive of taxes. Client shall be responsible for all applicable sales, use, and similar taxes, excluding taxes based on Provider's income.

4.7 Expenses. Client shall reimburse Provider for pre-approved Expenses within thirty (30) days of submission of receipts and supporting documentation.

ARTICLE 5: PERSONNEL AND STAFFING

5.1 Key Personnel. Provider shall assign the Key Personnel identified in each SOW to perform the Services. Provider shall not reassign or replace Key Personnel without Client's prior written consent, not to be unreasonably withheld.

5.2 Replacement. If any Key Personnel becomes unavailable, Provider shall: (a) notify Client within two (2) business days; (b) propose a qualified replacement for Client's approval; and (c) ensure the replacement has equivalent or greater qualifications and experience.

5.3 Background Checks. Provider shall, at its own expense, conduct background checks on all personnel assigned to perform Services, including: (a) criminal history; (b) employment verification; (c) professional license verification; and (d) any additional screening required by Client or applicable law.

5.4 Removal. Client may request removal of any Provider personnel for cause, including failure to comply with Client's workplace policies or security requirements. Provider shall replace such personnel within five (5) business days.

5.5 Independent Contractor. Provider and its personnel are independent contractors and not employees, agents, or partners of Client. Provider shall be solely responsible for all employment taxes, benefits, and obligations related to its personnel, consistent with Cal. Lab. Code requirements.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. All Work Product created by Provider under this Agreement shall be considered "work made for hire" under the U.S. Copyright Act (17 U.S.C. § 101). To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property rights therein.

6.2 Pre-Existing IP. Each Party retains all right, title, and interest in its Pre-Existing IP. Provider hereby grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and distribute Provider's Pre-Existing IP solely to the extent incorporated into the Work Product.

6.3 License to Provider. Client grants Provider a limited, non-exclusive, revocable license to use Client's Pre-Existing IP and materials solely as necessary to perform the Services during the term of this Agreement.

6.4 Employee Inventions. Nothing in this Agreement shall be construed to require assignment of any invention that qualifies for protection under Cal. Lab. Code § 2870 (inventions developed entirely on employee's own time without use of employer resources).

6.5 Third-Party Materials. Provider shall not incorporate any third-party materials into Deliverables without Client's prior written consent. Provider shall ensure that all necessary licenses for third-party materials are obtained and assigned or sublicensed to Client.

6.6 Moral Rights. To the extent permitted by applicable law, Provider waives all moral rights in the Work Product.

ARTICLE 7: CONFIDENTIALITY

7.1 Obligations. Each Party (the "Receiving Party") shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose it to any third party without the Disclosing Party's prior written consent; (c) use it only for the purposes of this Agreement; and (d) protect it using at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

7.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

7.3 Compelled Disclosure. If the Receiving Party is compelled by law or legal process to disclose Confidential Information, it shall promptly notify the Disclosing Party and cooperate in seeking a protective order.

7.4 Return of Materials. Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information, and certify such return or destruction in writing.

7.5 Trade Secrets. Obligations regarding trade secrets shall survive in perpetuity, consistent with the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.).

ARTICLE 8: DATA PROTECTION

8.1 Compliance. Both Parties shall comply with all applicable data protection laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) ("CCPA/CPRA"), and any other applicable privacy laws.

8.2 Service Provider Obligations. To the extent Provider processes Personal Data on behalf of Client, Provider shall: (a) process such data only as instructed by Client; (b) implement appropriate technical and organizational security measures; (c) notify Client of any data breach within seventy-two (72) hours of discovery; (d) assist Client with data subject requests; and (e) not sell or share Personal Data.

8.3 Data Processing Agreement. The Parties shall execute a Data Processing Agreement or Addendum as required by applicable law.

8.4 Security Standards. Provider shall maintain industry-standard information security controls, including encryption, access controls, audit logging, and vulnerability management.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into this Agreement; (c) this Agreement constitutes a valid and binding obligation; and (d) performance of this Agreement will not conflict with any other agreement.

9.2 Provider Warranties. Provider additionally represents and warrants that: (a) the Services shall be performed in a professional, workmanlike manner consistent with industry standards; (b) all Deliverables shall conform to the Acceptance Criteria; (c) the Work Product shall not infringe any third-party Intellectual Property rights; (d) all personnel are properly qualified and authorized to work in the United States; and (e) Provider holds all necessary licenses and permits.

9.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 10: INDEMNIFICATION

10.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Client, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Provider's breach of this Agreement; (b) Provider's negligence or willful misconduct; (c) any claim that the Work Product or Deliverables infringe a third party's Intellectual Property rights; or (d) Provider's violation of applicable law.

10.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; or (c) Client's materials or instructions that cause Provider to infringe a third party's rights.

10.3 IP Indemnification Procedures. In the event of an IP infringement claim, Provider shall, at its option and expense: (a) procure the right for Client to continue using the affected Work Product; (b) modify the Work Product to make it non-infringing; or (c) replace the Work Product with a non-infringing alternative of equivalent functionality.

10.4 Indemnification Procedures. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party's expense.

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Cap on Liability. EXCEPT FOR OBLIGATIONS UNDER ARTICLES 7 (CONFIDENTIALITY), 10 (INDEMNIFICATION), AND PROVIDER'S IP WARRANTIES, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

11.3 Essential Basis. The limitations set forth in this Article reflect the allocation of risk between the Parties and form an essential basis of the bargain.

11.4 California Law. Nothing in this Article shall limit liability for: (a) death or personal injury caused by negligence; (b) fraud or intentional misrepresentation; or (c) any liability that cannot be limited under California law.

ARTICLE 12: INSURANCE

12.1 Required Coverage. Provider shall maintain, at its own expense, the following insurance coverage throughout the term of this Agreement:

12.2 Additional Insured. Client shall be named as an additional insured on Provider's Commercial General Liability and Umbrella policies.

12.3 Certificates. Provider shall deliver certificates of insurance to Client upon execution of this Agreement and upon each policy renewal. Certificates shall provide for thirty (30) days' prior written notice of cancellation or material change.

12.4 No Limitation. Maintenance of insurance shall not limit Provider's liability under this Agreement.

ARTICLE 13: TERM AND TERMINATION

13.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [____] year(s) (the "Initial Term"), unless earlier terminated as provided herein.

13.2 Renewal. This Agreement shall automatically renew for successive [____]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

13.3 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon ninety (90) days' prior written notice.

13.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) ceases to conduct business in the ordinary course.

13.5 Effect of Termination. Upon termination: (a) Provider shall cease all Services and deliver all completed and in-progress Work Product to Client; (b) Client shall pay Provider for all Services performed and accepted through the termination date; (c) each Party shall return all Confidential Information; and (d) all licenses granted herein shall survive solely to the extent specified.

13.6 Survival. Articles 1, 6, 7, 8, 9.3, 10, 11, 12, 14, 15, and 17 shall survive termination or expiration of this Agreement.

ARTICLE 14: TRANSITION ASSISTANCE

14.1 Transition Services. Upon termination or expiration of this Agreement, Provider shall provide reasonable transition assistance to Client or Client's designated successor for a period of up to ninety (90) days (the "Transition Period"), at Provider's then-current rates as set forth in Exhibit B.

14.2 Transition Plan. Within fifteen (15) days of notice of termination, Provider shall deliver a written transition plan to Client, including: (a) knowledge transfer schedule; (b) data migration plan; (c) documentation of all processes and systems; and (d) personnel transition timeline.

14.3 Cooperation. Provider shall cooperate fully with Client and any successor provider during the Transition Period, including providing access to systems, documentation, and personnel.

ARTICLE 15: NON-SOLICITATION

15.1 Restriction. During the term of this Agreement and for a period of twelve (12) months following termination, neither Party shall directly solicit for employment or engagement any employee or contractor of the other Party who was involved in the performance of Services under this Agreement.

15.2 Exception. This restriction shall not apply to: (a) general advertising or recruitment campaigns not specifically targeted at the other Party's personnel; or (b) individuals who initiate contact on their own without solicitation.

15.3 California Law Notice. The Parties acknowledge that Cal. Bus. & Prof. Code § 16600 limits the enforceability of non-competition covenants in California. This Section 15 is a non-solicitation provision, not a non-compete, and is intended to be enforceable under California law.

ARTICLE 16: GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

16.2 Venue. Any litigation arising out of this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, California, and each Party consents to the personal jurisdiction of such courts.

16.3 Mediation. Prior to initiating arbitration or litigation, the Parties shall attempt to resolve any dispute through good-faith mediation before a mutually agreed mediator in California, with costs shared equally.

16.4 Arbitration (Optional). ☐ If checked, disputes not resolved through mediation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association ("AAA"), conducted in [________________________________], California, pursuant to Cal. Code Civ. Proc. § 1281 et seq. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.5 Jury Waiver. ☐ If checked, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.6 Prevailing Party. The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

ARTICLE 17: GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, together with all SOWs and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

17.2 Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

17.3 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No failure to exercise any right shall constitute a waiver thereof.

17.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.5 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

17.6 Notices. All notices shall be in writing and delivered to the addresses set forth above by personal delivery, registered mail, or nationally recognized courier service.

17.7 Force Majeure. Neither Party shall be liable for delays or failures in performance caused by a Force Majeure Event, provided the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

17.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.

17.9 Compliance with Law. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including anti-corruption, export control, and sanctions laws.

17.10 Relationship of Parties. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.

CLIENT:

Signature: ___________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SERVICE PROVIDER:

Signature: ___________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Under Master Services Agreement dated [__/__/____]

1. Project Title: [________________________________]

2. SOW Effective Date: [__/__/____]

3. Project Description:
[________________________________]

4. Scope of Services:
[________________________________]

5. Deliverables and Acceptance Criteria:

6. Milestones and Timeline:

7. Key Personnel:

8. Fees and Payment Schedule:

☐ Time and Materials — at rates per Exhibit B
☐ Fixed Fee — $[________________________________]
☐ Milestone-Based — per milestone table above

9. Expenses: ☐ Included in fees ☐ Reimbursable with prior approval up to $[________________________________]

10. Project-Specific Terms:
[________________________________]

11. SOW Term: From [__/__/____] to [__/__/____]

CLIENT:
Signature: ___________________________ Date: [__/__/____]
Name/Title: [________________________________]

PROVIDER:
Signature: ___________________________ Date: [__/__/____]
Name/Title: [________________________________]

EXHIBIT B: RATE CARD

Effective Date: [__/__/____]

Rate Adjustments: Rates may be adjusted annually by no more than [____]% upon sixty (60) days' prior written notice.

Overtime: Work performed in excess of forty (40) hours per week shall be billed at [____]x the applicable rate, subject to Client's prior written approval.

Travel Time: ☐ Billed at 50% of applicable rate ☐ Billed at 100% of applicable rate ☐ Not billable

This Master Services Agreement template is provided for informational purposes only. It is governed by California law and must be reviewed by a licensed California attorney before execution. Cal. Civ. Code §§ 1549–1701 governs contract formation; Cal. Civ. Code § 3289 governs interest on contractual obligations; Cal. Civ. Code § 3426 et seq. protects trade secrets; Cal. Bus. & Prof. Code § 16600 restricts non-compete enforcement. All statutory citations should be verified as current before use.