Master services agreement template

This Master Services Agreement (the "Agreement") is made on Effective date between Provider legal name, a Provider entity type and state (the "Provider"), and Client legal name, a Client entity type and state (the "Client").

1. How this Agreement works

The Provider will perform services for the Client as described in statements of work that the parties sign from time to time (each an "SOW"). Each SOW is a separate contract that includes the terms of this Agreement. The Client has no obligation to buy any services until an SOW is signed. If an SOW conflicts with this Agreement, this Agreement controls, unless the SOW expressly names the section of this Agreement it overrides.

2. Changes

Either party may request a change to an SOW's scope, schedule or fees. A change takes effect only when both parties sign a written change order describing it and its effect on fees and dates. The Provider is not required to perform changed work before the change order is signed.

3. Fees, invoices and taxes

The Client will pay the fees in each SOW. Unless an SOW says otherwise, the Provider will invoice monthly in arrears, and the Client will pay each undisputed invoice within Days to pay invoices days. The Client will describe any disputed amount in writing within Days to dispute an invoice days of the invoice and pay the rest on time. Late amounts carry interest of Monthly late interest a month, or the highest rate the law allows if that is lower. Fees exclude sales, use and similar taxes, which the Client will pay, other than taxes on the Provider's income.

4. Acceptance

Where an SOW lists acceptance criteria, the Client will review each deliverable within Review days business days of delivery and either accept it or describe in writing how it fails the criteria. The Provider will correct and resubmit it. A deliverable is accepted if the Client does not respond within the review period, or if the Client uses it in its business.

5. Cooperation

The Client will give the Provider timely access to the people, information, systems and decisions the services need. The Provider is not responsible for delays or extra costs caused by the Client's failure to do so, and the schedule and fees will be adjusted by change order.

6. Intellectual property

On full payment of the fees for a deliverable, the Provider assigns to the Client all rights in that deliverable, except Provider Materials. "Provider Materials" are the tools, software, methods, templates and know-how that the Provider owned before the SOW or develops independently of it. The Provider grants the Client a non-exclusive, perpetual, royalty-free license to use any Provider Materials included in a deliverable as part of that deliverable. Each party keeps all rights in the materials it brings to the work.

7. Confidentiality

Each party will use the other's confidential information only to perform or receive the services, protect it with reasonable care, and disclose it only to its personnel and advisers who need it and are bound by similar duties. These duties do not apply to information that is public, already known to the receiving party, independently developed, or lawfully received from someone else. They last during this Agreement and for Years confidentiality survives years after it ends, and for trade secrets, as long as they remain secret.

8. Personal data

If the Provider processes personal data for the Client, it will do so only on the Client's instructions, protect it with reasonable safeguards, and tell the Client without undue delay after becoming aware of a breach affecting it. The parties will sign any additional data protection terms the law requires.

9. Warranty

The Provider warrants that it will perform the services in a professional and workmanlike manner, consistent with industry standards, using qualified personnel. If a service does not meet this warranty and the Client tells the Provider within Warranty period in days days of its performance, the Provider will re-perform it at no charge. Apart from this, neither party gives any other warranty, including implied warranties of merchantability or fitness for a particular purpose.

10. Indemnities

The Provider will defend the Client against any third-party claim that a deliverable infringes that third party's intellectual property rights, and pay the resulting damages and costs, unless the claim results from materials the Client supplied or changes the Client made. The Client will defend the Provider against third-party claims arising from materials the Client supplied. The party seeking protection must give prompt notice of the claim and reasonable cooperation.

11. Limits of liability

Neither party is liable for indirect, consequential, special or punitive damages, or for lost profits or revenue. Each party's total liability under this Agreement is limited to the fees paid or payable to the Provider in the Liability cap in months months before the event giving rise to the claim. These limits do not apply to amounts owed for services, breaches of section 7, the indemnities in section 10, or gross negligence or willful misconduct.

12. Insurance

While this Agreement is in effect, the Provider will carry commercial general liability and professional liability insurance with at least these limits: Insurance minimums. It will provide certificates of insurance on request.

13. Non-solicitation

While this Agreement is in effect and for Months of non-solicitation months after it ends, neither party will directly solicit for employment any employee of the other who worked on the services, without the other's written consent. General job advertisements, and hiring someone who responds to one, are not solicitation.

14. Term and termination

This Agreement starts on the effective date and continues until either party ends it with Termination notice days days' written notice. Either party may end this Agreement or an SOW immediately if the other materially breaches it and fails to cure the breach within 30 days of written notice. SOWs in progress when this Agreement ends continue under its terms until they are completed, unless the termination notice ends them too. On termination, the Client will pay for services performed up to the end date. Sections 3, 6, 7, 10, 11 and 15 survive termination.

15. General

The Provider is an independent contractor. Neither party may assign this Agreement without the other's written consent, except to a successor of its business. Neither party is liable for delays caused by events beyond its reasonable control. Notices must be in writing and sent to the addresses below. This Agreement is governed by the laws of the state of Governing law state, and the parties consent to the courts located in Courts for disputes. This Agreement and its SOWs are the entire agreement between the parties on their subject and can be changed only in writing signed by both. It may be signed electronically and in counterparts.

Notice details

Provider notice address: Provider notice address

Client notice address: Client notice address

Client signer's title: Client signer's title Provider signer's title: Provider signer's title