Master Services Agreement (MSA) with Statement of Work (SOW) (UK) by OLL
This is a Master Services Agreement (MSA) template designed for recurring services or multiple projects under a framework structure in England and Wales. It establishes core legal terms including intellectual property rights, liability, and data protection, while specific tasks are defined in subsequent Statements of Work (SOW).
MASTER SERVICES AGREEMENT (UK)
Governed by the law of England and Wales
Note: This template is the framework half of a two-document structure. It sets the terms that apply to every piece of work, and each individual project or workstream is ordered under a separate Statement of Work. Use it where the Supplier will deliver repeat services, multiple projects over time, or several workstreams that each need their own scope and price. For a one-off engagement with a single fixed scope, a standalone services agreement is simpler. Complete every yellow field, choose one Option in each Option block and delete the others, then complete Schedule 1. Schedule 2 is the Statement of Work pro-forma.
0. PARTIES
This Master Services Agreement (the "Agreement") is made on [effective date] between:
(1) [full legal name of the client], a company incorporated in England and Wales with company number [company number of the client] whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full legal name of the supplier], [supplier entity description (e.g. a company incorporated in england and wales with company number [number], [or a sole trader trading as (trading name)]whose registered or principal address is at [registered or principal address of the supplier] (the "Supplier").
Each a "Party" and together the "Parties".
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
"Acceptance Criteria" the objective criteria for accepting a Deliverable, as set out in the relevant Statement of Work.
"Agreement" this document and its Schedules, together with each Statement of Work.
"Background IPR" Intellectual Property Rights owned or licensed by a Party that exist before the Effective Date or that are created independently of this Agreement, including a Party's tools, methodologies, frameworks, and reusable components.
"Business Day" any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Change" any change to the scope, Deliverables, timetable, or Charges under a Statement of Work.
"Charges" the amounts payable by the Client to the Supplier, as set out in Schedule 1 and in each Statement of Work.
"Confidential Information" any non-public information disclosed by one Party to the other (in any form) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
"Deliverables" the reports, software, documentation, designs, materials, and other work product that the Supplier is required to deliver under a Statement of Work.
"Effective Date" the date stated at the top of this Agreement.
"Foreground IPR" Intellectual Property Rights created by the Supplier (alone or with others) in the Deliverables in performing the Services.
"Intellectual Property Rights" all patents, copyrights, database rights, trade marks, design rights, rights in confidential information and trade secrets, domain names, and all other intellectual property rights, registered or unregistered, anywhere in the world.
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About this template
What is this template?
This document is a framework agreement that separates general legal terms from specific project scopes. It is not a one-off services contract; instead, it uses a Statement of Work (SOW) pro-forma to trigger individual engagements. The document contains specific provisions for UK insolvency law compliance and Article 28 data processor clauses.
When should you use it?
Use this when a supplier will perform multiple distinct workstreams or recurring projects for the same client over time. Use a Standalone Services Agreement instead if the engagement is for a single, one-off project with no planned future work.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | STRUCTURE OF THE AGREEMENT AND PRECEDENCE | Establishes that the Clauses of the Agreement take precedence over Schedule 1 and any subsequent Statement of Work. |
| 3 | STATEMENTS OF WORK | Requires each SOW to identify scope, deliverables, and charges, and stipulates that neither party is obliged to perform until signed. |
| 6 | ACCEPTANCE | Provides a default acceptance review period in business days and limits remedies for rejected deliverables to correction or termination. |
| 7 | CHARGES, INVOICING AND PAYMENT | Allows for fixed price, time and materials, or recurring fee models with interest payable under the Late Payment of Commercial Debts Act. |
| 9 | INTELLECTUAL PROPERTY | Offers options for assigning Foreground IPR to the Client upon full payment or granting a non-exclusive licence. |
| 11 | DATA PROTECTION | Sets out mandatory Article 28(3) obligations for the Supplier including a specific breach notification window in hours. |
| 13 | LIMITATION OF LIABILITY | Caps aggregate liability at a multiplier of the charges paid under the relevant SOW in the preceding twelve months. |
| 14 | TERM, TERMINATION AND EXIT | Permits termination for convenience and includes specific restrictions on terminating for Client insolvency under section 233B of the Insolvency Act. |
Who it's for
- a supplier providing repeat services or multiple projects to a client over an extended period
- parties in England and Wales requiring a framework agreement where scope varies by individual project
- a client engaging a service provider for managed IT support or outsourced functions under UK GDPR
- a contractor needing to subcontract performance while remaining responsible for acts of its subcontractors
How long it runs and how it's signed
Law it's drafted under
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
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