Free Master Service Agreement Template | ContractMaker

What's inside

Sections, vetted by counsel

01

Services & Statements of Work

Defines how individual engagements are scoped through SOWs attached to the master agreement, letting both parties add new projects without renegotiating core terms.

02

Payment Terms

Covers fee structure, invoice timing, payment due dates, late-payment interest, and expense reimbursement policies.

03

Intellectual Property

Clarifies ownership of client materials, work product created under the engagement, and provider's pre-existing tools, with appropriate license grants.

04

Confidentiality

Sets mutual obligations to protect non-public business information, with standard carve-outs for public domain and legally compelled disclosures.

05

Warranties & Liability Cap

Provides professional-quality warranties from the provider and limits each party's financial exposure to fees paid, with carve-outs for gross misconduct.

06

Term & Termination

Establishes convenience and for-cause termination rights, notice periods, and which obligations survive after the agreement ends.

07

Indemnification

Allocates liability for third-party claims based on each party's actions — provider covers IP infringement; client covers its own materials and instructions.

How it works

From prompt to contract in 4 steps

1

Describe your engagement

Enter provider and client details, governing state, payment terms, and the scope of the ongoing relationship.

2

AI tailors the clauses

ContractMaker AI adjusts liability caps, IP ownership, and termination windows to match your specific engagement, showing every change with tracked edits.

3

Review and finalize

Check the Work Product ownership clause, confidentiality duration, and liability carve-outs before both parties sign.

4

Attach SOWs for each project

Export the master agreement as a Word document and attach individual Statements of Work as you kick off new projects under the same umbrella.

Create My Master Service Agreement

About

A master service agreement (MSA) is a foundational contract between a service provider and client that governs all future engagements under one document. Instead of negotiating a new contract for every project, both parties agree upfront on the rules covering intellectual property ownership, confidentiality, liability limits, warranties, payment terms, and termination. Individual projects are then scoped in short Statements of Work (SOWs) that incorporate the MSA by reference. MSAs are standard practice in IT, consulting, marketing, design, and professional services — any relationship where multiple projects or engagements are expected over time. Having an MSA in place before work begins protects both parties from disputes over who owns the deliverables, what happens if the relationship ends, and how liability is allocated if something goes wrong.

FAQ

Frequently asked questions

What is the difference between an MSA and a regular service contract?

An MSA sets the legal framework for an ongoing relationship — IP, liability, confidentiality — once, so each new project only needs a short SOW covering scope and price rather than renegotiating all terms from scratch.

Does an MSA need to be signed before work starts?

Yes, ideally. The MSA should be in place before the first SOW is executed so the liability, IP, and confidentiality terms apply from day one of the engagement.

Who owns the work product under an MSA?

Under this template, the client owns deliverables specifically created for them upon full payment. The provider retains pre-existing tools and frameworks, which are licensed to the client for use with the deliverables.

Can the liability cap be changed?

Yes. The default cap is 12 months of fees, but parties often negotiate higher caps for high-risk projects or lower caps for small engagements. Any cap exceptions (e.g., confidentiality breaches) should be explicitly listed.

What happens to in-progress work if the MSA is terminated?

Under Section 7.4, the provider delivers all completed and in-progress work product, and the client pays for services performed through the termination date. The IP assignment still applies to paid deliverables.