Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Master Services Agreement (UK) by OCS
Updated 10 Nov 2026
Prefer the original wording?
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) for or on behalf of the Client in the course of performing the Services, including the Deliverables.
"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.
This is a preview. The full template is free on GitLaw.
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).
About this template
What is this template?
This document is a framework agreement that governs the general legal relationship between a service provider and a client. It is not a standalone contract for a single project, as it requires a Statement of Work to define the specific scope, price, and deliverables. It contains detailed options for IP assignment and liability caps that must be selected by the parties.
When should you use it?
Use this when you expect to commission multiple different pieces of work from the same supplier and want a single set of legal terms to apply to all of them. Use a Standalone Services Agreement instead if you are only hiring a supplier for one specific, one-off project.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.2 | Precedence | Establishes that the Clauses of the Agreement take priority over any individual Statement of Work unless Clause 2.3 is specifically invoked. |
| 6.1 | Acceptance | Provides for a set number of revision rounds and a feedback period in business days where no objective Acceptance Criteria are defined. |
| 7.4 | Late Payment | Permits the Supplier to charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998. |
| 9.2 | Intellectual Property | Offers a choice between full assignment of Foreground IPR to the Client or a perpetual, non-exclusive licence back to the Client. |
| 11.2 | Data Protection | Imposes mandatory processor obligations including breach notification within a specified number of hours to comply with Article 28 of the UK GDPR. |
| 13.3 | Limitation of Liability | Caps liability at a multiplier of the Charges paid in the preceding twelve months, either per Statement of Work or in aggregate. |
Who it's for
- a UK supplier providing repeat professional services or multiple projects to a single client over an extended period
- parties requiring a framework where individual workstreams are defined and priced in separate Statements of Work
- engagements involving the processing of client personal data subject to UK GDPR Article 28 requirements
How long it runs and how it's signed
How long
Runs until someone ends it
Notice to end it
[termination notice period (days, e.g. 60)]
Survives the end
Intellectual Property, Confidentiality, Data Protection, Limitation of Liability, General
Signed by
Client, Supplier
Witness
Not required
Notarisation
Not required
Law it's drafted under
Refers to
United Kingdom General Data Protection Regulation
Refers to
Data Protection Act 2018
Refers to
Late Payment of Commercial Debts (Interest) Act 1998
Refers to
Insolvency Act 1986
Refers to
Transfer of Undertakings (Protection of Employment) Regulations 2006
Refers to
Contracts (Rights of Third Parties) Act 1999
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.
Jurisdiction
England & Wales
Document info
GitLaw document. Document created on Fri Oct 16th, 2026. Last updated on Tue Nov 10th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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