Master Services Agreement (MSA) with Statement of Work (SOW) (US) by OLL
This Master Services Agreement establishes a framework for professional services where a Client orders specific projects from a Service Provider using separate Statements of Work. It covers intellectual property ownership, confidentiality, and data protection while allowing parties to customize commercial terms like fees and timelines for each engagement.
MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”) is entered into and effective as of the last date executed by a Party (the “Effective Date”), by and between:
Note: You may choose to have a defined Effective Date, in which case switch the highlighted text with: “is entered into and is effective as of” followed by the chosen date (the “Effective Date”).
Client: [client full legal name], a [client entity type] organized under the laws of [client state of formation], with its principal place of business at [client address] (“Client”); and
Service Provider: [service provider full legal name], a [provider entity type] organized under the laws of [provider state of formation], with its principal place of business at [provider address] (“Service Provider”).
Client and Service Provider are each a “Party” and together the “Parties.”
1. DEFINITIONS
1.1 “Deliverables” means the work product, documents, designs, code, reports, and other tangible outputs described in each SOW.
1.2 “Fees” means the compensation payable by Client to Service Provider as set out in each SOW.
1.3 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property or proprietary rights, whether registered or unregistered, in any jurisdiction, and all applications and registrations for any of the foregoing.
1.4 “Including” means including but not limited to.
1.5 “Permitted Purpose” means the purpose of performing obligations or exercising rights under this Agreement.
1.6 “Services” means the professional services to be performed by Service Provider as described in each SOW.
1.7 “SOW” means each written statement of work executed by both Parties that describes the specific Services, Deliverables, timeline, and Fees for an engagement, substantially in the form of Exhibit A.
2. STRUCTURE OF THIS AGREEMENT AND STATEMENTS OF WORK
2.1 Framework. This Agreement sets out the terms that govern every SOW the Parties execute under it. It does not by itself require Client to order, or Service Provider to perform, any Services. Services are ordered only through a SOW.
Note: A master services agreement is a framework. It fixes the legal and risk terms once, and each project or workstream is then ordered on a short SOW that refers back to it. That is what makes it different from a single-project services agreement. If you only expect one project, a single-project agreement may be the simpler choice; if you expect repeat work with the same counterparty, the framework saves renegotiating the same terms each time.
2.2 SOW Contents. Each SOW will, at a minimum: (a) refer to this Agreement by title and date; (b) carry a unique SOW number and a SOW effective date; (c) describe the Services, the Deliverables, the milestones or timeline, and the Fees and when they are invoiced; (d) state any acceptance criteria for Deliverables and any Client dependencies; and (e) identify any performance location, key personnel, or other engagement-specific requirement.
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About this template
What is this template?
This is a framework agreement establishing general legal terms for multiple service engagements and is not a one-off project contract. It contains specific California Labor Code compliance options and a separate Exhibit A form for defining project-specific deliverables and fees.
When should you use it?
Use this document when you plan to engage the same service provider for multiple distinct projects over a period of time. Use a single-project professional services agreement instead if only one engagement is anticipated without future workstreams.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.6 | Order of Precedence | The SOW prevails for commercial project details, while the Agreement governs legal risk terms like liability caps and intellectual property ownership. |
| 3.4 | Acceptance | Client must notify Service Provider of rejection within [acceptance review period (days)] or the Deliverable is deemed accepted. |
| 4.3 | Payment Terms | Client pays undisputed invoices within [payment terms (days)] and late payments accrue interest at 1.5% per month. |
| 5.1 | Status | Establishes Service Provider as an independent contractor rather than an employee, partner, or fiduciary of the Client. |
| 6.2 | Work Product | Provides optional paths for either Client ownership via assignment or Client usage via a perpetual, royalty-free license. |
| 10.1 | Liability Cap | Limits aggregate liability to Fees paid or payable during the preceding [liability cap lookback period (months)] month period. |
| 12.4 | Termination for Cause | Permits immediate termination if a Party fails to cure a material breach within [cure period (days)] days of notice. |
| 13.1 | Non-Solicitation | Restricts both Parties from soliciting each other's employees or contractors for [non-solicitation period (months)] months following termination. |
Who it's for
- a US company engaging a service provider for recurring professional projects via sequential Statements of Work
- a California-based business requiring specific ABC test compliance language for independent contractor classification
- a professional service provider delivering custom software code or designs requiring clear intellectual property assignment
- parties requiring a choice between binding arbitration or court litigation in Delaware, New York, or California
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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