Master Service Agreement (MSA) Template
A master service agreement defines the overarching terms governing an ongoing relationship between a service provider and a client, so individual projects don't have to renegotiate the basics. The full agreement is printed on this page — twenty-one clauses covering fees, IP, liability, and termination — and you can download it as a .docx or open it as an editable CalmSign document. Your client signs from a link with no account, and the agreement is sealed and logged on completion.
Free · no signup to download · no account needed for signers
A good fit when…
- Agencies and consultancies setting terms before recurring project work
- SaaS and service vendors establishing a baseline contract with new clients
- Companies that issue multiple statements of work under one umbrella agreement
- Operations and finance teams standardizing how they engage providers
Every clause in the file
- Preamble and a structure clause explaining how statements of work sit under the MSA
- Order of precedence, so a conflict between documents has one answer
- Services, performance standard, personnel, and subcontracting
- Client responsibilities and dependencies
- Fees, expenses, invoicing, late payment, and taxes
- A written change-control process for scope and price
- Mutual confidentiality and a data protection and security clause
- Intellectual property split into background IP, deliverables, and a residuals licence
- Warranties, indemnities, and a capped limitation of liability
- Insurance, non-solicitation, force majeure, and notices
- Term, termination for cause and convenience, and what survives
- Governing law, dispute escalation, and boilerplate
- Signature blocks (draw or type) for both parties with signing order
Read the whole Master Services Agreement
The complete text is below — nothing withheld, nothing behind a signup. Copy it, download the .docx, or open it as an editable CalmSign document and send it for signature.
Master Services Agreement
This Master Services Agreement (the "Agreement") is made on [Effective Date] between [Provider Legal Name], with its principal place of business at [Provider Address] ("Provider"), and [Client Legal Name], with its principal place of business at [Client Address] ("Client"). It sets out the terms under which Provider will deliver professional services to Client.
1. Structure of this Agreement
This Agreement governs all services Provider performs for Client. The particulars of each engagement are set out in a separate statement of work signed by both parties, which references this Agreement and incorporates its terms. If there is a conflict, the order of precedence is: (a) this Agreement; (b) any signed amendment to it; then (c) the applicable statement of work, which governs only the engagement it describes and only where it expressly states that it varies this Agreement.
2. Services and Performance Standard
Provider shall perform the services described in each statement of work in a professional and workmanlike manner, consistent with generally accepted industry practice, and in compliance with all laws applicable to its performance. Provider shall assign suitably skilled personnel and may substitute personnel of comparable skill on reasonable notice to Client.
3. Subcontracting
Provider may engage subcontractors to perform part of the services, provided that Provider remains fully responsible for their work and binds them to confidentiality and intellectual property obligations at least as protective as those in this Agreement. Client may object to a named subcontractor on reasonable grounds.
4. Client Responsibilities
Client shall provide, in good time, the access, information, materials, approvals, and personnel that Provider reasonably needs to perform the services. Provider is not liable for a delay or failure caused by Client not meeting these responsibilities, and any resulting schedule or cost impact is handled through the change process in clause 6.
5. Fees, Expenses, and Payment
Client shall pay the fees set out in each statement of work. Provider invoices [monthly in arrears / on milestone completion], and Client shall pay each undisputed invoice within [30] days of receipt. Pre-approved, reasonable out-of-pocket expenses are reimbursed at cost against receipts. Undisputed amounts more than [15] days overdue accrue interest at [1.0]% per month or the maximum rate permitted by law, whichever is lower, and Provider may suspend the services on [10] days written notice until payment is made. Client shall raise any good-faith dispute about an invoice within [15] days of receipt and pay the undisputed balance on time. All fees are exclusive of sales, use, VAT, and similar taxes, which are Client responsibility, other than taxes on Provider net income.
6. Change Control
Either party may request a change to the scope, schedule, or fees of a statement of work. A change takes effect only when both parties sign a written change order describing the change and its impact on price and timeline. Provider is not obliged to start work outside an agreed scope until a change order is signed.
7. Confidentiality
Each party shall protect the other party confidential information with at least the degree of care it applies to its own, and in no event less than reasonable care, shall use it only to perform or receive the services, and shall not disclose it except to personnel and advisers who need it and are bound by equivalent obligations. These obligations continue for [3] years after disclosure, and indefinitely for information that qualifies as a trade secret. They do not apply to information that is public through no fault of the recipient, was already lawfully held, is lawfully received from a third party, or is independently developed.
8. Data Protection and Security
Where Provider processes personal data on Client behalf, it shall do so only on Client documented instructions, apply appropriate technical and organisational security measures, impose equivalent obligations on any sub-processor, assist Client with data subject requests and regulatory enquiries, and notify Client without undue delay on becoming aware of a personal data breach. The parties shall enter into a data processing addendum where [GDPR / CCPA / other applicable regime] requires one.
9. Intellectual Property
Each party retains ownership of all intellectual property it owned before this Agreement or develops independently of it ("Background IP"). On full payment of the fees for the relevant statement of work, Provider assigns to Client all right, title, and interest in the deliverables created specifically for Client under that statement of work. Where a deliverable incorporates Provider Background IP or third-party materials, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free licence to use that material as part of the deliverable. Nothing restricts Provider from using the general skills, know-how, and techniques retained in the unaided memory of its personnel.
10. Warranties
Each party warrants that it has the authority to enter into this Agreement. Provider warrants that the services will be performed as described in clause 2 and that the deliverables will not knowingly infringe the intellectual property rights of a third party. Except as expressly stated, and to the extent permitted by law, each party disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability and fitness for a particular purpose.
11. Indemnification
Provider shall defend Client against any third-party claim that a deliverable infringes that third party intellectual property rights, and shall indemnify Client against damages and costs finally awarded, provided Client notifies Provider promptly, gives Provider control of the defence, and cooperates reasonably. Client shall defend and indemnify Provider on the same terms against any third-party claim arising from materials Client supplied or from Client use of a deliverable outside the scope of this Agreement.
12. Limitation of Liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, however caused. Each party total aggregate liability arising out of or relating to this Agreement is limited to the fees paid or payable by Client under the applicable statement of work in the [12] months preceding the event giving rise to the claim. These limits do not apply to a breach of confidentiality, the indemnities in clause 11, Client obligation to pay fees, or liability that cannot be limited by law, including fraud, wilful misconduct, and death or personal injury caused by negligence.
13. Insurance
Provider shall maintain, at its own expense, insurance appropriate to the services, including commercial general liability of at least [amount] per occurrence and professional liability of at least [amount] per claim, and shall provide certificates of insurance on reasonable request.
14. Non-Solicitation
During the term and for [12] months afterwards, neither party shall knowingly solicit for employment any employee or contractor of the other who was directly involved in the services. This does not restrict general advertising, or the hiring of any person who responds to it without being individually targeted.
15. Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other. Provider is solely responsible for its own taxes, benefits, and statutory obligations relating to its personnel.
16. Term and Termination
This Agreement starts on the Effective Date and continues until terminated. Either party may terminate it for convenience on [30] days written notice, provided that any statement of work then in progress continues under these terms until it is completed or separately terminated. Either party may terminate this Agreement or any statement of work immediately if the other commits a material breach and fails to cure it within [15] days of written notice, or becomes insolvent. On termination, Client shall pay for all services performed and non-cancellable commitments incurred up to the termination date, and each party shall return or destroy the other confidential information. Clauses 7 to 12, 14, and 18 survive termination.
17. Force Majeure
Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, or failure of a public network or utility. The affected party shall notify the other promptly and use reasonable efforts to resume performance.
18. Governing Law and Disputes
This Agreement is governed by the laws of [State/Country], without regard to its conflict-of-laws rules. Before starting proceedings, the parties shall escalate the dispute to a senior representative of each party, who shall meet within [15] days to attempt a resolution in good faith. Failing that, the parties submit to the exclusive jurisdiction of the courts located in [County or City, State/Country].
19. Notices
Notices under this Agreement must be in writing and sent to the addresses on the first page, with a copy by email to [Provider Notice Email] and [Client Notice Email]. A notice is deemed received on delivery if hand-delivered or couriered, and on the next business day if sent by email with no bounce or error.
20. General
This Agreement, together with its statements of work and change orders, is the entire agreement between the parties on its subject matter and supersedes all prior discussions. It may be amended only in writing signed by both parties. No failure or delay in exercising a right is a waiver of it. If any provision is unenforceable, the remainder stays in force. Neither party may assign this Agreement without the other written consent, except to a successor in a merger or a sale of substantially all of its assets. This Agreement may be signed electronically and in counterparts.
21. Signatures
By signing below, each party confirms that the person signing is authorised to bind it and that it agrees to the terms set out above.
Every block is editable before you send. Replace each [bracketed placeholder] with your own details.
What each clause does
Plain-English notes on the clauses worth a second look before you send, and on what to change when your situation differs from the default.
Structure and precedence
The whole point of an MSA is that you negotiate liability, IP, and payment once and never again. The precedence clause is what makes that stick: without it, a sales-written statement of work can quietly override terms your lawyer spent a week on.
Fees and payment
Net 30 is the default here. Change the number, the late-payment rate, and the suspension right together — a suspension right with no notice period is usually rejected, and a late-payment rate with no suspension right is rarely worth invoking.
Change control
Requiring changes in writing protects both sides. The provider gets paid for scope that grows, and the client stops absorbing surprise invoices for work nobody formally approved.
Intellectual property
Three different things are dealt with separately: what each side already owned, what gets created and paid for, and the general know-how a provider carries between clients. Collapsing them into one sentence is the most common defect in a homemade MSA.
Data protection and security
Fill in the bracketed regimes that actually apply to you. If the provider will process personal data on the client behalf, most privacy laws require a separate data processing addendum in addition to this clause.
Limitation of liability
The cap is set at fees paid in the preceding twelve months, which is the ordinary commercial starting point. Note the carve-outs: confidentiality breach, IP indemnity, and wilful misconduct sit outside the cap, and a client will expect them to.
Termination
Separate the two routes. Termination for cause needs a cure period so a fixable problem does not end the relationship; termination for convenience needs enough notice for the provider to reallocate a team.
Non-solicitation
Twelve months is typical and generally enforceable when it is limited to people who actually worked on the engagement. A blanket ban on hiring anyone from either company is much more likely to be struck down.
Common questions
What's the difference between an MSA and a statement of work?
An MSA sets the long-term legal and commercial terms that govern the relationship, while a statement of work defines the specifics of one project: deliverables, timeline, and price. The SOW operates under the MSA.
Do my clients need to sign up to sign the MSA?
No. Each signer receives a unique link and signs in the browser with no account required.
Can more than one person sign in a set order?
Yes. CalmSign supports multiple signers with a defined signing order, and each gets their own unique signing link.
How is the signed MSA protected from changes?
On finalization CalmSign seals the document with a SHA-256 hash over an immutable snapshot, so any later alteration is detectable, and a full audit trail records every event.
Do I need to sign a new MSA for every project?
No, that is the point of the structure. Sign the MSA once, then issue a short statement of work for each engagement. Each SOW references the MSA and inherits its terms, so you only negotiate scope, dates, and price.
What liability cap is normal in an MSA?
Fees paid over the preceding twelve months is the common commercial default, with carve-outs above the cap for confidentiality breaches, the IP indemnity, and wilful misconduct. This template is drafted that way and every figure is bracketed for you to change.
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