Master Services Agreement (MSA) with Statement of Work (SOW) (US) by OLL
This master services agreement establishes a long-term framework for professional services using a Statement of Work (SOW) model. It includes specialized options for worker classification and non-competition clauses tailored to specific US states including California, Texas, and Massachusetts.
MASTER SERVICES AGREEMENT
This Services Agreement (this "Agreement") is entered into as of [effective date], by and between:
Client: [client full legal name], a [client entity type, e.g., limited liability company] 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
Note: These defined terms are used throughout the agreement. Review each one carefully before signing to make sure they accurately reflect your arrangement.
1.1 Agreement has the meaning given in the preamble.
1.2 Confidential Information has the meaning given in Section 7.1.
1.3 Deliverables means the work product, documents, designs, code, reports, and other tangible outputs described in each Statement of Work.
1.4 Effective Date has the meaning given in the preamble.
1.5 Fees means the compensation payable by Client to Service Provider as set out in each Statement of Work.
1.6 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.
1.7 Services means the professional services to be performed by Service Provider as described in each Statement of Work.
1.8 Statement of Work or 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.
1.9 Work Product has the meaning given in Section 5.2.
2. SERVICES AND DELIVERABLES
2.1 Scope of Services. Service Provider will perform the Services described in each SOW. If the Parties agree to additional services after the Effective Date, they will execute a new SOW referencing this Agreement, and that SOW will be governed by the terms set out here. The initial SOW is attached as Exhibit A.
Note: Make sure each SOW clearly describes what will be delivered, by when, and what the Client must provide to enable the work. Vague scope is the most common source of services disputes. If the Services will evolve (e.g., agile/sprint-based work), use the change-order mechanism in Section 2.3 and define a re-scoping trigger.
2.2 Standard of Performance. Service Provider will perform the Services in a professional, workmanlike manner consistent with generally accepted industry standards, using personnel of required skill, experience, and qualifications.
2.3 Change Orders. Either Party may propose changes to a SOW. No change takes effect until both Parties sign a written change order describing the revised scope, timeline, and Fees.
2.4 Client Dependencies. Client will provide Service Provider with timely access to materials, personnel, systems, and approvals reasonably required to perform the Services. Service Provider's performance obligations are contingent on Client fulfilling its dependencies on schedule.
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This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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