Master Services Agreement (MSA) Outline Template

Master Services Agreement: [Provider legal name] and [Customer legal name]

Structural outline for a master services agreement (MSA): the framework contract that sets the general terms once, so that each project or subscription is then agreed in a short order form or statement of work (SOW), with a service level agreement (SLA) and a data processing agreement (DPA) attached where needed. It covers parties, definitions, contract structure and order of precedence, services, customer duties, change control, fees, acceptance, personnel and subcontractors, intellectual property, confidentiality, data protection and security, warranties, indemnities, limitation of liability, term and termination, exit, insurance, disputes and general clauses. Based on common commercial drafting practice for business-to-business services contracts. Replace every [bracketed] value and every row marked Example. This is a documentation format, not legal advice. It makes no claim that any clause is valid or enforceable in any jurisdiction. Contract law, mandatory rules and court practice differ by country and by sector. Have a qualified lawyer in [jurisdiction] review the agreement before it is signed.

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Revision history

Contents

• A. Pre-drafting questions
• Parties and background
• 1. Definitions and interpretation
• 2. Structure and order of precedence
• 3. Services and deliverables
• 4. Customer responsibilities
• 5. Change control
• 6. Fees, invoicing and payment
• 7. Acceptance
• 8. Personnel and subcontractors
• 9. Intellectual property
• 10. Confidentiality
• 11. Data protection and security
• 12. Warranties
• 13. Indemnities
• 14. Limitation of liability
• 15. Term and termination
• 16. Exit and transition
• 17. Insurance
• 18. Dispute resolution
• 19. General
• Signatures
• B. Schedules and linked documents
• C. Negotiation tracker
• D. Glossary and references
• Standard and licence note

A. Pre-drafting questions

Parties and background

This Master Services Agreement (the Agreement) is made on [YYYY-MM-DD] (the Effective Date) between:

1. [Provider legal name], a [company type] registered in [country] under number [number], whose registered office is at [address] (the Provider); and
2. [Customer legal name], a [company type] registered in [country] under number [number], whose registered office is at [address] (the Customer),

each a Party and together the Parties.

Example: Tarnwick Systems Ltd (Provider), a software company that builds and hosts online form and workflow tools, and Oakhollow Freight Ltd (Customer), a logistics firm that wants a hosted booking portal and a one-off integration with its warehouse system. Both are fictional.

Background.

• (A) The Provider supplies [description of services, for example software development, hosting and support services].
• (B) The Customer wishes to obtain services from the Provider from time to time under separate Statements of Work and Order Forms.
• (C) The Parties wish to set out the terms that apply to all such services in this Agreement.

1. Definitions and interpretation

1.1 In this Agreement:

1.2 Headings do not affect interpretation. "Including" means "including without limitation". A reference to a law includes that law as amended or replaced. Writing includes email [but not instant messaging] unless stated otherwise.

2. Structure and order of precedence

2.1 Framework. This Agreement sets the terms on which the Customer may order Services. It does not oblige the Customer to order, or the Provider to accept, any particular Services. [Delete if there is a minimum commitment.]

2.2 Ordering. Each SOW or Order Form becomes binding when signed by authorised representatives of both Parties. Each forms a separate contract that incorporates the terms of this Agreement.

2.3 Affiliates. [Affiliates of the Customer may order Services under this Agreement by signing an SOW or Order Form, in which case the Affiliate is the "Customer" for that order.] [Delete if not wanted.]

2.4 Order of precedence. If documents conflict, they prevail in this order, unless a later-ranked document expressly states the clause of this Agreement it overrides and is signed by [an officer] of each Party:

1. the DPA, for matters of personal data protection;
2. the body of this Agreement;
3. the SLA schedule, for service levels and service credits;
4. the SOW or Order Form;
5. any other schedule or annex;
6. any purchase order or supplier terms, which have no effect except to identify the order and amount.

The diagram shows how the documents link. Arrows point from the document that refers to the one it depends on.

3. Services and deliverables

3.1 The Provider shall perform the Services and supply the Deliverables described in each SOW or Order Form:

• (a) with reasonable skill and care, in line with good industry practice;
• (b) in accordance with the SOW, including its milestones and specifications;
• (c) in compliance with laws that apply to the Provider in performing the Services; and
• (d) in accordance with the Customer's reasonable written policies provided in advance and listed in the SOW [for example site access or security rules].

3.2 Time for performance is [not] of the essence unless the SOW says so for a specific milestone.

3.3 Each SOW shall at least state: scope and out-of-scope items, Deliverables, milestones and dates, acceptance criteria, Charges and payment schedule, key personnel, Customer dependencies, assumptions, and any service levels. Use the business statement of work template (business/statement-of-work) for the detail.

4. Customer responsibilities

4.1 The Customer shall:

• (a) provide the information, decisions, access and resources set out in the SOW as Customer dependencies, on time;
• (b) ensure that Customer Data it provides is accurate and that it has the rights needed for the Provider to use it for the Services;
• (c) appoint a contract manager with authority to make decisions; and
• (d) use the Services in accordance with [the acceptable use policy] (legal-lite/product-acceptable-use-policy) where the Services include hosted software.

4.2 Relief for Customer default. If the Provider is prevented or delayed by a failure of the Customer to meet clause 4.1, the Provider shall notify the Customer promptly and is entitled to a reasonable extension of time [and to recover reasonable additional costs] through a Change Request.

5. Change control

5.1 Either Party may propose a change to an SOW by a Change Request describing the change, its reason and its urgency.

5.2 The Provider shall, within [ten (10)] Business Days, give a written impact assessment covering scope, Charges, timeline, risks and any effect on service levels.

5.3 No change is binding until a Change Request is signed by both Parties. Until then, the Provider continues to perform the SOW as it stands.

5.4 The Provider shall not unreasonably refuse a change that is needed for the Customer to comply with a change in law, but the cost is [shared equally / borne by the Customer / agreed case by case].

6. Fees, invoicing and payment

6.1 The Customer shall pay the Charges set out in each SOW or Order Form. Unless stated otherwise, Charges are exclusive of [VAT, sales tax or similar taxes], which the Customer pays in addition at the applicable rate.

6.2 The Provider shall invoice [monthly in advance for subscriptions; on milestone acceptance for fixed-price work; monthly in arrears for time and materials], with enough detail to verify the amount.

6.3 The Customer shall pay undisputed invoices within [thirty (30)] days of receipt to the account stated on the invoice.

6.4 Disputed invoices. The Customer shall notify any dispute in writing within [fifteen (15)] days of receipt, giving reasons, and pay the undisputed part on time. The Parties shall resolve the dispute under clause 18.

6.5 Late payment. The Provider may charge interest on overdue undisputed amounts at [rate or the statutory rate] and, after [thirty (30)] days' written notice, suspend the affected Services.

6.6 Expenses. Expenses are payable only if pre-approved in writing and incurred in line with [the Customer's expenses policy], at cost without mark-up.

6.7 Price changes. For subscriptions, the Provider may increase prices on renewal on at least [sixty (60)] days' notice [by no more than (N)% per year].

7. Acceptance

7.1 Each Deliverable that the SOW marks as subject to acceptance shall be tested against the acceptance criteria in the SOW.

7.2 The Customer shall test within [ten (10)] Business Days of delivery and either accept the Deliverable in writing or list the failures against the criteria.

7.3 The Provider shall correct listed failures and redeliver within [ten (10)] Business Days, after which clause 7.2 applies again. If a Deliverable fails [a third] time, the Customer may [accept it with a price reduction, or terminate the SOW for that Deliverable and recover Charges paid for it].

7.4 A Deliverable is deemed accepted if the Customer does not respond within the period in clause 7.2, or uses it in live operation [other than for testing].

8. Personnel and subcontractors

8.1 The Provider shall use appropriately skilled and experienced personnel. Key personnel named in an SOW shall not be removed without the Customer's consent [not to be unreasonably withheld], except for illness, resignation or similar reasons beyond the Provider's control, in which case the Provider shall propose a replacement of equivalent skill.

8.2 The Provider may subcontract [any part of the Services / only with the Customer's prior written consent]. The Provider remains responsible for the acts and omissions of its subcontractors as if they were its own. Sub-processors of personal data are governed by the DPA and the published list (legal-lite/subprocessor-list).

8.3 Each Party remains responsible for the employment, pay, tax and benefits of its own personnel. Nothing in this Agreement creates an employment relationship between a Party and the other Party's personnel.

8.4 Non-solicitation. [During the term and for (six) months after, neither Party shall actively solicit for employment any person of the other Party who worked on the Services, except through general advertisements.] Check whether such clauses are restricted where you operate.

9. Intellectual property

9.1 Background IP. Each Party retains its Background IP. The Provider grants the Customer a [non-exclusive, non-transferable, royalty-free] licence to use the Provider's Background IP that is embedded in a Deliverable, for the purpose of using that Deliverable [for its internal business purposes].

9.2 Foreground IP. Choose one option and state it in the SOW if it differs per engagement:

9.3 Hosted services. For subscription services, the Provider and its licensors own the platform. The Customer receives the right to use it during the subscription as set out in the Order Form and the Provider's terms (legal-lite/terms-of-service), which apply only to the extent consistent with this Agreement.

9.4 Customer Data. The Customer owns Customer Data. The Provider may use it only to provide the Services and as permitted by the DPA.

9.5 Open-source software. The Provider shall identify any open-source components in Deliverables and their licences on request [or in the SOW], and shall not include components under licences that would require the Customer to disclose its own source code [without the Customer's written consent]. See compliance/software-licence-review.

10. Confidentiality

10.1 Confidential Information means information disclosed by a Party that is marked confidential or would reasonably be understood to be confidential, including the terms of this Agreement.

10.2 The receiving Party shall use the other Party's Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel, Affiliates and advisers who need to know it and are bound by equivalent duties.

10.3 The duties do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is received lawfully from a third party. A Party may disclose information when required by law or a regulator, after notifying the other Party where lawful.

10.4 These duties continue for [five (5)] years after termination, and indefinitely for trade secrets. This clause [replaces / is in addition to] the non-disclosure agreement dated [YYYY-MM-DD].

11. Data protection and security

11.1 Each Party shall comply with data protection laws that apply to it in connection with this Agreement.

11.2 Where the Provider processes personal data on behalf of the Customer, the Parties shall comply with the DPA in [Schedule 3], which forms part of this Agreement.

11.3 The Provider shall maintain the security measures in [Schedule 4] and shall notify the Customer of any security incident affecting Customer Data without undue delay and in any case within [the period in the DPA].

11.4 The Customer may, on reasonable notice and not more than [once a year], audit the Provider's compliance with this clause, or accept [current independent audit reports or certificates] instead.

12. Warranties

12.1 Each Party warrants that it has the power and authority to enter into this Agreement.

12.2 The Provider warrants that:

• (a) the Services will be performed in accordance with clause 3.1;
• (b) each Deliverable will conform in all material respects to its specification for [ninety (90)] days after acceptance (the Warranty Period); and
• (c) to its knowledge, the Deliverables will not infringe the intellectual property rights of a third party.

12.3 The Customer's remedy for breach of clause 12.2(b) is that the Provider shall, at its option, correct the non-conformity or re-perform the Services, and if it cannot do so within a reasonable time, refund the Charges paid for the affected Deliverable.

12.4 Except as stated in this Agreement, and to the extent permitted by law, all other warranties and conditions are excluded.

13. Indemnities

13.1 IP indemnity. The Provider shall defend the Customer against any third-party claim that a Deliverable or the Services infringe that third party's intellectual property rights, and pay damages and costs finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, Customer modifications, or combination with items not supplied by the Provider.

13.2 Remedies for infringement. If a claim is made or likely, the Provider may obtain a licence, modify the item to be non-infringing without material loss of function, or, if neither is reasonable, terminate the affected Services and refund prepaid Charges for the unused period.

13.3 Customer indemnity. [The Customer shall defend the Provider against third-party claims arising from Customer Data or the Customer's breach of clause 4.1(d).]

13.4 Procedure. The indemnified Party shall notify the claim promptly, give the indemnifying Party sole control of the defence and settlement (no admission without consent), and provide reasonable assistance at the indemnifying Party's cost.

14. Limitation of liability

14.1 Unlimited liability. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, [breach of clause 10 (confidentiality)], [the indemnity in clause 13.1], or any other liability that cannot be limited by law.

14.2 Excluded losses. Subject to clause 14.1, neither Party is liable for indirect or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings [whether direct or indirect].

14.3 General cap. Subject to clauses 14.1 and 14.4, each Party's total liability arising out of or in connection with this Agreement in each [contract year / per claim] is limited to the greater of:

• (a) [100%] of the Charges paid and payable under this Agreement in the 12 months before the event giving rise to the claim; and
• (b) [USD 100,000].

14.4 Data protection cap. [Each Party's total liability for breach of clause 11 and the DPA is limited to [200%] of the Charges described in clause 14.3(a).]

14.5 Clause 14.3 does not limit the Customer's duty to pay Charges properly due.

Worked cap calculation (Example). Figures for the fictional Oakhollow Freight engagement in section 3, for a claim arising in December 2027:

SOW-003 is still a draft, so it adds no Charges. The floor in 14.3(b) sets the general cap here, because 12 months of Charges are lower than USD 100,000. Check that the cap is meaningful compared with the losses identified in question MSA-PRE-006.

15. Term and termination

15.1 Term. This Agreement starts on the Effective Date and continues until terminated under this clause. Each SOW or Order Form has its own term.

15.2 Termination for convenience. [The Customer / Either Party] may terminate this Agreement or any SOW on [ninety (90)] days' written notice. The Customer shall pay for Services performed up to termination [and committed, non-cancellable costs].

15.3 Termination for cause. Either Party may terminate this Agreement or an affected SOW immediately by written notice if the other Party:

• (a) commits a material breach that cannot be remedied, or that it fails to remedy within [thirty (30)] days of written notice;
• (b) becomes insolvent or enters a comparable procedure, to the extent the governing law allows termination on that ground; or
• (c) [is affected by force majeure for more than (sixty) days, under clause 19.4].

15.4 Effect. Termination of this Agreement does not terminate SOWs in progress, which continue under its terms until they end, unless the notice says otherwise. On termination, each Party returns or destroys the other's Confidential Information, subject to clause 16 and legal retention duties.

15.5 Survival. Clauses 6 (for amounts due), 9, 10, 13, 14, 16, 18 and 19 survive termination.

16. Exit and transition

16.1 On expiry or termination of any SOW, the Provider shall, for up to [sixty (60)] days and at [the rates in the SOW / no extra cost]:

• (a) return Customer Data in [a commonly used, machine-readable format] and then delete it, as set out in the DPA;
• (b) deliver all completed Deliverables and work in progress paid for;
• (c) provide reasonable assistance to transfer the Services to the Customer or a replacement provider, under an exit plan agreed within [thirty (30)] days of the notice; and
• (d) answer reasonable questions from the replacement provider.

16.2 The exit plan should cover: data export and verification, handover of documentation and credentials, parallel running, knowledge transfer, and the date on which access ends.

17. Insurance

17.1 The Provider shall maintain, during the term and for [one (1)] year after, insurance with reputable insurers including:

17.2 Insurance does not limit or extend either Party's liability under this Agreement.

18. Dispute resolution

18.1 The Parties shall try to resolve any dispute through the following escalation, each level having [ten (10)] Business Days:

18.2 If unresolved, the Parties [may refer the dispute to mediation under (named mediation rules)] and, failing settlement within [thirty (30)] days, to [the courts of (place) / arbitration under (named rules) seated in (place), in (language), with (one or three) arbitrators].

18.3 Nothing in this clause prevents a Party from seeking urgent interim relief from a court.

19. General

19.1 Governing law. This Agreement and any non-contractual obligations arising from it are governed by the law of [country or state].

19.2 Entire agreement. This Agreement, with its schedules and the signed SOWs and Order Forms, is the entire agreement on its subject matter and supersedes prior discussions. Nothing limits liability for fraud.

19.3 Amendment and waiver. Amendments must be in writing and signed by both Parties. A failure or delay in exercising a right is not a waiver.

19.4 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other promptly and uses reasonable efforts to mitigate. This does not excuse payment obligations [or the Provider's business continuity duties].

19.5 Assignment. Neither Party may assign this Agreement without the other's written consent, [except to an Affiliate or a successor to substantially all of its business, on written notice].

19.6 Notices. Formal notices (breach, termination, claims) are sent to the addresses in [Schedule 5] by [courier or registered post and by email]. Day-to-day communications may be by email.

19.7 Independent contractors. The Parties are independent contractors. Nothing creates a partnership, joint venture or agency.

19.8 Third-party rights. [No person other than the Parties has any right to enforce this Agreement, unless the governing law requires otherwise.]

19.9 Severability. If a provision is held invalid, the rest remains in effect and the Parties shall agree a valid replacement closest to the original intent.

19.10 Counterparts and electronic signature. This Agreement may be signed in counterparts and by [electronic signature method], each of which is an original.

19.11 Compliance. Each Party shall comply with anti-bribery, sanctions and export control laws that apply to it in connection with this Agreement. See compliance/iso-37001-anti-bribery and compliance/sanctions-compliance-procedure for internal programmes.

Signatures

B. Schedules and linked documents

C. Negotiation tracker

D. Glossary and references

Related templates: legal-lite/sla-outline, legal-lite/dpa, legal-lite/nda, legal-lite/terms-of-service, legal-lite/subprocessor-list, legal-lite/product-acceptable-use-policy, business/statement-of-work, ops/change-request, compliance/supplier-security-assessment, compliance/transfer-impact-assessment.

Legal texts named as dated examples: Regulation (EU) 2016/679 (GDPR) Art. 28 for processor contracts; Regulation (EU) 2023/2854 (Data Act) Chapter VI on switching between data processing services, applying from 12 September 2025. Check the current consolidated texts on EUR-Lex.

Standard and licence note

Based on common commercial drafting practice for business-to-business master services agreements. There is no official standard for this document; the structure and all wording are original to this collection, and figures are illustrative. This is a documentation format, not legal advice: it does not create a lawyer-client relationship and makes no claim that any clause is valid or enforceable in any jurisdiction. Check the current law that applies to your agreement and have a qualified lawyer review it. Template licence: MIT.