Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Master Services Agreement (US) by OCS
Open Contract StandardsUpdated 2 Nov 2026
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MASTER SERVICES AGREEMENT
This Master Services Agreement (this “Agreement”) is entered into as of [effective date], by and between:
(1) [client full legal name], [client: an individual, or an entity of the type and jurisdiction identified in exhibit a], with its [client: mailing address or principal place of business] at [client address] (“Client”); and
(2) [service provider full legal name], [service provider: an individual, or an entity of the type and jurisdiction identified in exhibit a], with its [service provider: mailing address or principal place of business] at [service provider address] (“Service Provider”).
Client and Service Provider are each a “Party” and together the “Parties.”
Note: Complete the party details in Exhibit A as well. The preamble and Exhibit A must match, and Exhibit A is where each Party's capacity, entity type and formation state are recorded.
1. DEFINITIONS
1.1 “Agreement” has the meaning given in the preamble.
1.2 “Business Day” means any day other than a Saturday, Sunday or bank holiday in [state for bank holidays, e.g. new york].
Note: Pick the state whose bank holidays set the clock for notices, acceptance periods and payment, usually the governing-law state.
1.3 “Client Data” has the meaning given in Section 8.1.
1.4 “Commercial Schedule” means Exhibit A (Master Commercial Schedule), as completed by the Parties, which records master elections and defaults.
1.5 “Confidential Information” has the meaning given in Section 7.1.
1.6 “Days” means calendar days unless Business Days are expressly stated.
1.7 “Deliverables” means the work product, documents, designs, code, reports, and other tangible outputs described in each Statement of Work.
1.8 “DPA” means an executed data processing addendum.
1.9 “Effective Date” means the date identified as such in the preamble and Exhibit A.
1.10 “Fees” means the compensation payable by Client to Service Provider as set out in each Statement of Work.
1.11 “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.
1.12 “Provider Materials” has the meaning given in Section 5.3.
1.13 “Security Incident” means actual or reasonably suspected unauthorized access to, acquisition, use, disclosure, alteration, loss, or destruction of Client Data, excluding unsuccessful attempts that do not compromise Client Data or its safeguards.
1.14 “Services” means the professional services to be performed by Service Provider as described in each Statement of Work.
1.15 “Statement of Work” or “SOW” means each written statement of work signed by authorized representatives of both Parties, identifying this Agreement by date and Parties and describing the Services, Deliverables, schedule, and Fees, substantially in the form of Exhibit B.
1.16 “Work Product” means Deliverables and other inventions, designs, works of authorship, discoveries, and developments created specifically for Client in performing an SOW, excluding Client Materials, Provider Materials under Section 5.3, and identified Third-Party Materials under Section 5.6.
2. SERVICES AND DELIVERABLES
2.1 Scope of Services
This is a preview. The full template is free on GitLaw.
This master services agreement provides a modular framework for professional services and project-based work. It establishes general legal and risk terms once, allowing the parties to order specific projects through sequentially numbered Statements of Work (SOW).
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About this template
What is this template?
This is a Master Services Agreement that separates legal risk terms from commercial project scopes. It contains a Master Commercial Schedule for selecting liability multipliers and IP models, plus a conditional New York Freelance-Worker Rider. It is not a single-project contract and requires a separate Statement of Work (SOW) to trigger performance.
When should you use it?
Use this when you anticipate multiple projects with the same provider over several years and want to avoid renegotiating legal terms for every project. Use a Single Project Services Agreement instead if the work is a one-off engagement with no expectation of follow-on projects.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Scope of Services | Service Provider performs only the Services described in an executed SOW; no minimum purchase or exclusivity is implied. |
| 2.6 | Deliverable Acceptance | Client has 10 Business Days to test Deliverables against SOW criteria and 5 Business Days to review corrected portions. |
| 3.3 | Payment Terms | Client pays undisputed invoices within the period stated in Exhibit A or 30 days after receipt as the default. |
| 5.2 | Work Product Election | Parties select between Option A (Assignment to Client) or Option B (License to Client) for intellectual property ownership. |
| 6.1 | DTSA Immunity Notice | Provides the statutory notice under 18 U.S.C. Section 1833(b) protecting individual whistleblowers from trade secret liability. |
| 10.1 | Liability Caps | Sets a General Cap at 12 months' fees and an Enhanced Cap at twice that amount for specific breaches. |
| 12.2 | Termination for Convenience | Permits termination by either Party or Client only upon the notice period in Exhibit A or 30 days default. |
| 13.1 | Personnel Nonsolicitation | Imposes an optional recruitment restriction for a period defined in Exhibit A, which is off by default. |
Who it's for
- a US company establishing a framework for repeat professional services with a specific contractor
- a hiring party engaging individual freelancers in New York requiring Article 44-A compliance
- businesses needing to choose between IP assignment and licensing models for custom work product
- service providers performing work involving sensitive California or New York resident private information
How long it runs and how it's signed
How long
Runs until someone ends it
Stated duration
[term end date or trigger in Exhibit A]
Notice to end it
[termination notice period in Exhibit A]
Survives the end
Intellectual Property, DTSA Immunity Notice, Confidentiality, Data Protection and Privacy, Limitation of Liability, Indemnification
Signed by
Client Authorized Representative, Service Provider Authorized Representative
Witness
Not required
Notarisation
Not required
Also needed
Electronic signature permitted under E-SIGN Act
Law it's drafted under
Refers to
17 U.S.C. Sections 101 and 201(b)
Governed by
18 U.S.C. Section 1833(b)
Refers to
New York General Business Law Section 899-aa
Refers to
California Labor Code Section 2870
Required by
Article 44-A of the New York General Business Law
Governed by
E-SIGN Act
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.
Jurisdiction
United States of America
New York (US)
California (US)
Document info
GitLaw document. Document created on Mon Nov 2nd, 2026. Last updated on Mon Nov 2nd, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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