# 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.

<!--
Guidance: How to use this template
- Use an MSA when you expect more than one piece of work with the same
  counterparty. The MSA holds the terms that rarely change (liability,
  IP, confidentiality, law); each SOW or order form holds the terms that
  change per engagement (scope, price, dates, people).
- Work through the pre-drafting questions in section A first. Most
  negotiation time goes on four clauses: liability cap, IP ownership,
  termination rights and payment terms. Decide your positions before
  you send a draft.
- Keep defined terms identical across the MSA, every SOW, the SLA
  (legal-lite/sla-outline), the DPA (legal-lite/dpa) and the NDA
  (legal-lite/nda). A term defined twice in two ways is a dispute
  waiting to happen.
- Bracketed figures and options are illustrative choices, not
  recommendations. Delete clauses that do not fit the deal rather than
  leaving them blank.
- Remove guidance comments, document control and the negotiation
  tracker from the execution copy; keep them in the internal file.
-->

## Document control

<!-- Guidance: Internal record of the draft. The signed agreement carries only the parties, the effective date and the signatures. Record who negotiated and which version was signed, because later SOWs depend on it. -->

| Field | Value |
|---|---|
| Document ID | [LEGAL-MSA-001] |
| Agreement title | Master Services Agreement |
| Provider | [Provider legal name, registration number, registered address] |
| Customer | [Customer legal name, registration number, registered address] |
| Version | [0.1] |
| Status | [Draft / In negotiation / Agreed / Signed / Terminated] |
| Owner | [@owner, Legal or Commercial] |
| Approvers / reviewers | [Legal counsel], [Finance], [Information security], [Delivery lead] |
| Governing law (proposed) | [Country or state] |
| Linked documents | [SOW template], [Order form], [SLA schedule], [DPA], [NDA], [Security schedule] |
| Last updated | YYYY-MM-DD |
| Signed version stored at | [Contract repository reference] |
| Classification | [Confidential] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Legal counsel | [@name] | [Approved / Changes requested] | YYYY-MM-DD |
| Finance | [@name] | [Approved payment and credit terms] | YYYY-MM-DD |
| Information security | [@name] | [Approved security and data clauses] | YYYY-MM-DD |
| Authorised signatory | [@name] | [Approved for signature] | YYYY-MM-DD |

## Revision history

<!-- Guidance: Record each version exchanged with the other party, not only internal edits. A redline history helps you show what was agreed and why if a clause is later disputed. -->

| Version | Date | Author | Change summary | Sent to counterparty |
|---|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@name] | First internal draft from this outline | No |
| 0.2 | YYYY-MM-DD | [@name] | *Example:* Liability cap changed to the greater of 12 months' fees and USD 100,000 after finance review | Yes |
| 0.3 | YYYY-MM-DD | [@name] | *Example:* Customer redline accepted on termination for convenience (90 days' notice) | Yes |
| 1.0 | YYYY-MM-DD | [@name] | *Example:* Execution version | Yes, signed |

## Contents

- [A. Pre-drafting questions](#a-pre-drafting-questions)
- [Parties and background](#parties-and-background)
- [1. Definitions and interpretation](#1-definitions-and-interpretation)
- [2. Structure and order of precedence](#2-structure-and-order-of-precedence)
- [3. Services and deliverables](#3-services-and-deliverables)
- [4. Customer responsibilities](#4-customer-responsibilities)
- [5. Change control](#5-change-control)
- [6. Fees, invoicing and payment](#6-fees-invoicing-and-payment)
- [7. Acceptance](#7-acceptance)
- [8. Personnel and subcontractors](#8-personnel-and-subcontractors)
- [9. Intellectual property](#9-intellectual-property)
- [10. Confidentiality](#10-confidentiality)
- [11. Data protection and security](#11-data-protection-and-security)
- [12. Warranties](#12-warranties)
- [13. Indemnities](#13-indemnities)
- [14. Limitation of liability](#14-limitation-of-liability)
- [15. Term and termination](#15-term-and-termination)
- [16. Exit and transition](#16-exit-and-transition)
- [17. Insurance](#17-insurance)
- [18. Dispute resolution](#18-dispute-resolution)
- [19. General](#19-general)
- [Signatures](#signatures)
- [B. Schedules and linked documents](#b-schedules-and-linked-documents)
- [C. Negotiation tracker](#c-negotiation-tracker)
- [D. Glossary and references](#d-glossary-and-references)
- [Standard and licence note](#standard-and-licence-note)

## A. Pre-drafting questions

<!-- Guidance: Answer these before drafting. Each answer points to the clause it shapes. If you cannot answer a question, raise it with the business owner first: a clause drafted around an unknown usually has to be rewritten. -->

| ID | Question | Why it matters | Clause | Answer |
|---|---|---|---|---|
| MSA-PRE-001 | Will there be one engagement or several over time? | A single project may only need a services agreement; repeated work benefits from an MSA plus SOWs | 2 | [Answer] |
| MSA-PRE-002 | Is the work a subscription, a project, time and materials, or a mix? | Drives the fee model, acceptance and termination rights | 3, 6, 7 | [Answer] |
| MSA-PRE-003 | Who owns what is created: the provider, the customer, or the customer with a licence back? | IP ownership is the most fact-specific clause and hard to change later | 9 | [Answer] |
| MSA-PRE-004 | Will the provider process personal data on the customer's behalf? | If yes, a DPA is needed (for the EU and UK, GDPR Art. 28) | 11 | [Answer] |
| MSA-PRE-005 | Are there regulated activities (financial services, health, public sector) on the customer side? | Sector rules may require audit, exit, subcontracting or location clauses | 8, 11, 16 | [Answer] |
| MSA-PRE-006 | What is the realistic worst-case loss for each party? | Sets the liability cap and any separate caps | 14 | [Answer] |
| MSA-PRE-007 | Must the customer be able to leave early, and with what notice? | Termination for convenience and exit support cost money; price them | 15, 16 | [Answer] |
| MSA-PRE-008 | Which law and courts (or arbitration) will both parties accept? | A neutral choice may be needed for cross-border deals | 18, 19 | [Answer] |
| MSA-PRE-009 | Does either party use subcontractors or offshore teams? | Consent, flow-down and data transfer clauses | 8, 11 | [Answer] |
| MSA-PRE-010 | Which insurance does the provider already hold? | Do not commit to cover you do not have | 17 | [Answer] |

## Parties and background

<!-- Guidance: Use full legal names and registration numbers from the company register, not trading names. Recitals (background) help a reader or court understand the purpose; keep them short and factual. -->

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

<!-- Guidance: Define only terms you use. Keep each definition to one meaning. Put the definitions shared with the SLA and DPA here, and have those documents refer back. Common pitfall: defining "Deliverables" and "Services" so that they overlap, which confuses acceptance and IP. -->

1.1 In this Agreement:

| Term | Meaning |
|---|---|
| Affiliate | Any entity that controls, is controlled by, or is under common control with a Party, where control means [more than 50% of voting rights] |
| Background IP | Intellectual property owned by or licensed to a Party before the relevant SOW, or created independently of it |
| Business Day | A day other than a Saturday, Sunday or public holiday in [place] |
| Change Request | A request made under clause 5 |
| Charges | The fees and expenses payable under an Order Form or SOW |
| Confidential Information | Information described in clause 10.1 |
| Customer Data | All data, including personal data, provided by or for the Customer, or generated by the Services from such data |
| Deliverables | The items to be delivered to the Customer as specified in an SOW |
| Foreground IP | Intellectual property created by the Provider specifically for the Customer in performing an SOW |
| Order Form | An ordering document for subscription or standard services that refers to this Agreement |
| Services | The services described in an Order Form or SOW |
| SOW | A statement of work in the form of [Schedule 1] signed by both Parties |

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

<!-- Guidance: This clause is what makes an MSA work. Say how SOWs and Order Forms are created, that each is a separate contract incorporating the MSA, and which document wins in a conflict. Common pitfall: letting a SOW silently override the liability cap; require any override to be explicit. -->

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.

```mermaid
flowchart TD
  SOW["SOW or Order Form"] --> MSA["Master Services Agreement"]
  SLA["SLA schedule"] --> MSA
  DPA["Data processing agreement"] --> MSA
  NDA["NDA (pre-contract)"] -. "superseded by clause 10" .-> MSA
  SOW --> SLA
  SOW --> DPA
  CR["Change Request"] --> SOW
  PO["Purchase order (reference only)"] -. "no terms" .-> SOW
```

## 3. Services and deliverables

<!-- Guidance: The MSA states the general duty; the SOW states the specific scope. Choose a standard of performance that the provider can measure itself against. "Best efforts" is stricter than "reasonable efforts" in several legal systems; agree what you mean. -->

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.

| SOW ID | Title | Type | Start | End | Value | Status |
|---|---|---|---|---|---|---|
| SOW-001 *(Example)* | Hosted booking portal subscription | Order Form, subscription | 2027-01-01 | 2027-12-31 | USD 50,400 (USD 4,200 per month) | Signed |
| SOW-002 *(Example)* | Warehouse system integration | Fixed price project | 2027-01-15 | 2027-04-30 | USD 36,000 (two milestones) | Signed |
| SOW-003 *(Example)* | Data migration support | Time and materials | 2027-05-01 | 2027-06-30 | Capped at USD 12,000 | Draft |

## 4. Customer responsibilities

<!-- Guidance: List what the provider needs from the customer to perform: access, data, decisions, people. Then say what happens when the customer is late, otherwise the provider carries the delay. -->

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

<!-- Guidance: Every change to scope, price or dates goes through one written process. Say who can request, how quickly the other party responds, and that no change binds until signed. Link to ops/change-request if you track changes operationally. -->

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

<!-- Guidance: Rates and amounts go in the SOW or Order Form; the MSA sets the mechanics. Check local rules on late payment interest and payment terms between businesses before choosing numbers. Common pitfall: no process for disputed invoices, so the whole invoice goes unpaid over one line. -->

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

<!-- Guidance: Acceptance turns delivery into payment and starts the warranty period. Set testing time, what counts as a pass, what happens on failure and deemed acceptance. Common pitfall: open-ended acceptance testing that blocks payment indefinitely. -->

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

<!-- Guidance: Name key people in the SOW, not here. Set rules for replacing them, for conduct on site and for using subcontractors. Regulated customers often need prior consent to subcontracting. -->

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

<!-- Guidance: Separate three things: what each party brings (background IP), what is created for the customer (foreground IP) and the provider's standard tools and platform. Choose ownership or licence for foreground IP per SOW if needed. Open-source components need their own rule. -->

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:

| Option | Ownership | Typical use | Watch for |
|---|---|---|---|
| A: Customer owns | Foreground IP is assigned to the Customer on [payment / creation] | Bespoke work the customer must control | Provider loses reuse rights; price may rise |
| B: Provider owns, customer licence | Provider owns; Customer has a perpetual licence for its business | Configurations of a provider product | Customer depends on the licence scope |
| C: Mixed | Customer owns specific Deliverables listed in the SOW; Provider owns tools and know-how | Common for integrations | Lists must be precise |

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

<!-- Guidance: If an NDA was signed before the deal, either keep it and refer to it, or replace it with this clause and say so. Two overlapping confidentiality regimes cause confusion about which applies. -->

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

<!-- Guidance: Do not write data protection terms into the MSA body. Point to a DPA where the provider processes personal data on the customer's behalf (legal-lite/dpa), and to a security schedule for technical measures. Check transfer rules if data leaves the EU, EEA or UK (compliance/transfer-impact-assessment). -->

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

<!-- Guidance: Keep warranties specific and time-limited, and state the remedy. Broad disclaimers of implied terms may be restricted by law; have counsel check them for your governing law. -->

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

<!-- Guidance: An indemnity shifts a specific third-party risk to the party best placed to control it. Keep the list short and add a conduct-of-claims procedure. Common pitfall: an uncapped indemnity for "any breach", which turns the indemnity into unlimited liability. -->

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

<!-- Guidance: This is usually the most negotiated clause. Decide which losses are never capped (because the law forbids it or the parties agree), which are excluded, and how the cap is calculated. Model the cap with real numbers before you agree it; the worked example shows how. Laws in many countries forbid limiting liability for death or personal injury caused by negligence, or for fraud. -->

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:

| Item | Calculation | Amount (USD) |
|---|---|---|
| Subscription Charges (SOW-001) in the prior 12 months | 12 x 4,200 | 50,400 |
| Project Charges (SOW-002) in the prior 12 months | Two milestones paid | 36,000 |
| Charges in the prior 12 months | 50,400 + 36,000 | 86,400 |
| General cap, clause 14.3 | Greater of 86,400 and 100,000 | 100,000 |
| Data protection cap, clause 14.4 | 200% x 86,400 | 172,800 |

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

<!-- Guidance: Separate the term of the MSA from the term of each SOW. Termination of the MSA should not end live SOWs unless you say so. State what survives 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

<!-- Guidance: Plan the exit while relations are good. Say what the provider must hand over, for how long it keeps helping and at what cost. For cloud services in the EU, check the switching rules in Regulation (EU) 2023/2854 (Data Act) Chapter VI; see architecture/sovereign-cloud-architecture for a worked exit design. -->

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

<!-- Guidance: Ask the provider which policies it already holds before writing this clause. Amounts are deal-specific and may be set per SOW. -->

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

| Policy | Minimum cover | Evidence |
|---|---|---|
| Professional indemnity | [Amount] per claim | Certificate on request |
| Cyber liability | [Amount] in aggregate | Certificate on request |
| Public or general liability | [Amount] per occurrence | Certificate on request |
| Employer's liability | As required by law | Certificate on request |

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

## 18. Dispute resolution

<!-- Guidance: Escalate before you litigate. Set short time limits for each level. Choose courts or arbitration deliberately: arbitration awards are easier to enforce across many borders; courts can be cheaper for domestic deals. -->

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

| Level | Provider | Customer |
|---|---|---|
| 1 | [Account manager] | [Contract manager] |
| 2 | [Head of delivery] | [Head of operations] |
| 3 | [Executive sponsor] | [Executive sponsor] |

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

<!-- Guidance: Boilerplate still matters. Check each clause against the governing law, especially assignment, notices and electronic signature, which differ by country. -->

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

<!-- Guidance: Confirm each signatory's authority under the company's constitution or a board resolution. Record the date each party signs. -->

| | Provider | Customer |
|---|---|---|
| Signature | [Signature] | [Signature] |
| Name | [Full name] | [Full name] |
| Title | [Title] | [Title] |
| Date | YYYY-MM-DD | YYYY-MM-DD |

## B. Schedules and linked documents

<!-- Guidance: List every schedule and its source template. This works as a traceability matrix: each clause that refers to a schedule should appear here, and each schedule should be referred to by at least one clause. -->

| Schedule | Content | Referred to in | Template in this library |
|---|---|---|---|
| Schedule 1 | SOW form | 2.2, 3.3 | business/statement-of-work |
| Schedule 2 | SLA and service credits | 2.4 | legal-lite/sla-outline |
| Schedule 3 | Data processing agreement | 11.2 | legal-lite/dpa |
| Schedule 4 | Security measures | 11.3 | compliance/supplier-security-assessment (questions to derive measures) |
| Schedule 5 | Notice addresses and contacts | 19.6 | Inline table |
| Annex | Sub-processor list | 8.2 | legal-lite/subprocessor-list |
| Annex | Acceptable use policy (hosted services) | 4.1(d) | legal-lite/product-acceptable-use-policy |
| Annex | Change Request form | 5.1 | ops/change-request |

## C. Negotiation tracker

<!-- Guidance: Internal only. One row per open point. Record each side's position and the fallback you are authorised to accept, so negotiators do not concede beyond their mandate. -->

| ID | Clause | Our position | Their position | Fallback | Owner | Status |
|---|---|---|---|---|---|---|
| NEG-001 *(Example)* | 14.3 cap | Greater of 12 months' Charges and USD 100,000 | 200% of 12 months' Charges | 150% of Charges, floor USD 100,000 | [@legal] | Open |
| NEG-002 *(Example)* | 9.2 Foreground IP | Option C | Option A | Option A for integration code only, Provider keeps connector library | [@legal] | Agreed |
| NEG-003 *(Example)* | 6.3 payment | 30 days | 60 days | 45 days | [@finance] | Open |
| NEG-004 *(Example)* | 15.2 convenience termination | Customer only, 90 days | Customer only, 30 days | 60 days plus committed costs | [@commercial] | Open |

## D. Glossary and references

<!-- Guidance: Terms a non-lawyer reader may need, and the related templates. This outline is format only; there is no single standard for MSAs. -->

| Term | Plain meaning |
|---|---|
| Master services agreement | Framework contract that sets general terms for future orders |
| Statement of work | Document that describes one engagement: scope, price, dates |
| Order of precedence | Rule deciding which document wins when two conflict |
| Indemnity | Promise to cover specific losses from third-party claims |
| Liability cap | Maximum amount a party must pay for its breaches |
| Deemed acceptance | Acceptance that happens automatically when the customer does not respond in time |

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.