Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
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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About this template
What is this template?
This is a master services agreement (MSA) designed for professional services where specific projects are defined in separate Statements of Work. It contains specialized 'ABC test' language for worker classification in California, Massachusetts, and New Jersey. It is not a simple one-off service contract as it includes a structure for managing multiple consecutive project engagements.
When should you use it?
Use this template when establishing a long-term relationship with a vendor or consultant involving multiple different projects over time. If you are hiring a full-time employee instead of an independent contractor, use an Employment Agreement.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | DEFINITIONS | Defines core terms including Deliverables, Intellectual Property Rights, and Statement of Work used throughout the master and subordinate documents. |
| 2.2 | Standard of Performance | Obliges the Service Provider to perform work in a professional manner using personnel with required skill and qualifications. |
| 3.3 | Payment Terms | Requires the Client to pay undisputed invoices within a specific number of days, with late interest set at 1.5% per month. |
| 4.1 | Status | Establishes that the Service Provider is an independent contractor and not an employee, partner, or fiduciary of the Client. |
| 5.2 | Work Product | Offers two options for intellectual property: full assignment as a 'work made for hire' or a perpetual royalty-free license. |
| 6.1 | DTSA Immunity Notice | Provides the mandatory federal notice under 18 U.S.C. Section 1833(b) regarding immunity for confidential disclosure of trade secrets to government officials. |
| 10.1 | Liability Cap | Limits aggregate liability to the total Fees paid during a lookback period, typically 12 months, with carve-outs for fraud. |
| 12.2 | Termination for Convenience | Permits either one or both parties to terminate the agreement or an SOW by providing a specified notice period. |
| 13.1 | Non-Solicitation | Restricts both parties from soliciting each other's employees or contractors during the term and for a specified number of months thereafter. |
| 14 | Non-Competition | Provides state-specific restrictive covenants, including mandatory 'garden leave' pay requirements for Massachusetts engagements under M.G.L. c. 149, Section 24L. |
Who it's for
- a US-based company engaging a professional service provider for recurring project-based work
- a contractor performing services in California requiring specific Labor Code Section 2872 intellectual property notices
- a Massachusetts employer needing a non-compete clause that includes mandatory garden leave pay provisions
- parties seeking a service framework with options for either mutual or one-way confidentiality and indemnification
How long it runs and how it's signed
How long
Runs until the work is done
Stated duration
completion of all sows / specific end date
Notice to end it
[termination notice period, e.g., 30]
Survives the end
Definitions, Intellectual Property, Confidentiality, Limitation of Liability, Non-Solicitation, Non-Competition
Signed by
CLIENT, SERVICE PROVIDER
Witness
Not required
Notarisation
Not required
Also needed
IRS Form W-9 or W-8 for tax purposes
Law it's drafted under
Refers to
17 U.S.C. Section 101
Refers to
18 U.S.C. Section 1833(b)
Refers to
California Labor Code Section 2775
Refers to
Massachusetts General Laws Chapter 149, Section 148B
Refers to
Texas Business and Commerce Code Section 15.50
Refers to
Electronic Signatures in Global and National Commerce Act
New York note
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.
Jurisdiction
New York (US)
California (US)
Delaware (US)
Document info
GitLaw document. Document created on Wed Apr 22nd, 2026. Last updated on Wed Sep 2nd, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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