Master service agreement (MSA) template
A master service agreement for ongoing client work, with a statement of work form included. Sign the MSA once, then add a short statement of work for each project. Free to download, with no sign-up and no email address.
Contract templates › Master service agreement template
What is a master service agreement?
A master service agreement (MSA) is a contract that sets the standing terms between a service provider and a client: payment, intellectual property, confidentiality, liability and how the relationship ends. Each project is then described in a short statement of work (SOW) that sits under the MSA. The parties negotiate the legal terms once and only agree scope, deliverables, dates and fees for each new project.
When to use this MSA, and when not
Use it when
- You expect several projects, or continuing work, with the same client or supplier.
- The work produces deliverables whose ownership needs to be clear.
- The provider may use AI tools or handle personal data, and you want rules for both.
Use something else when
- It is a single small job. A short service agreement is enough.
- Pay depends on measured results. See the performance agreement template.
- You are hiring an employee. An MSA is for independent service providers, not staff.
What is in this MSA template
| Section | What it does |
|---|---|
| 1. Structure of this Agreement; Statements of Work | The MSA applies to every signed SOW. If the two conflict, the MSA prevails unless the SOW names the clause it amends, and then only for that SOW. |
| 2. Services | The provider performs with reasonable skill and qualified people; subcontractors need the client’s written consent. |
| 3. Client Obligations | The client cooperates and gives timely access and information. Client delays extend the timeline. |
| 4. Changes | Changes take effect only in a change order signed by both parties. |
| 5. Fees, Invoicing and Payment | Payment period, the right to dispute an invoice in good faith, and interest on overdue amounts. |
| 6. Term and Termination | Either party may end the agreement on notice, or for a material breach not cured within 30 days. |
| 7. Intellectual Property | On full payment the client owns the work product. The provider keeps its background IP and licenses to the client whatever is built into the deliverables. |
| 8. Use of Artificial Intelligence | The provider may use AI tools but must disclose material use on request, and may not put client data into systems that retain it, train on it or share it, unless the tool is set up or contracted to prevent that or the client consents in writing. |
| 9. Confidentiality | Each party protects the other’s non-public information for a stated number of years after the agreement ends. |
| 10. Data Protection | Both parties comply with applicable data protection laws, such as GDPR, UK GDPR and CCPA/CPRA where they apply. The provider acts as processor on the client’s documented instructions. |
| 11. Warranties | Each party warrants its authority. The provider warrants reasonable skill and care, performance materially as described in the SOW and, to its knowledge, non-infringement. For the performance warranty, the first remedy is re-performance if requested within 30 days of delivery, then a refund. |
| 12. Indemnification | The provider covers third-party IP claims about the work product; the client covers claims arising from its own materials or instructions. |
| 13. Limitation of Liability | No indirect or consequential damages. Total liability is capped at the fees for the affected SOW in the previous 12 months, with stated exceptions. |
| 14. Insurance | Each party keeps appropriate insurance; the provider carries professional liability cover if an amount is stated. |
| 15. Non-Solicitation | Neither party solicits the other’s people involved in the services for a stated number of months. |
| 16. Independent Contractor | No employment, partnership or agency is created. |
| 17. Force Majeure | Neither party is liable for events beyond its control. Payment for completed services is still due. |
| 18. Dispute Resolution; Governing Law | Thirty days of executive negotiation before proceedings. Blank for the governing law and courts. |
| 19. Notices | How formal notices are given. |
| 20. General Provisions | Entire agreement, amendments, severability, assignment, publicity and electronic signatures. |
| Schedule A: Statement of Work | Form for services, deliverables, timeline, fees and any SOW-specific terms, with signature blocks. |
How to fill it in
- Enter the provider’s and client’s names and addresses and the effective date.
- In section 5, set the payment period, the period for disputing an invoice and the monthly interest rate.
- Set the notice period for ending the agreement without cause in section 6.
- Enter how many years confidentiality lasts, the insurance amount if any, the non-solicitation period, and the number of days in the force majeure clause (section 17).
- Enter the governing law and courts in section 18.
- For each project, complete a statement of work: services, deliverables, milestones, and whether fees are fixed, time-and-materials or a retainer.
How to e-sign your MSA and each SOW
- Save the completed MSA as a PDF.
- Upload it to QuickSigner and add each signer’s email.
- Place the signature fields and send. Repeat for each statement of work and change order.
Section 20 of the template confirms that the agreement, statements of work and change orders may be signed electronically. On the Business plan you can save the statement of work as a reusable template and reuse it for each project. The free plan adds signature fields only, so type names, titles and dates into the document before you save it.
MSA template FAQs
What is the difference between an MSA and a statement of work?
The MSA holds the legal terms that apply to every project. The statement of work holds the details of one project: scope, deliverables, dates and fees. In this template the MSA prevails if they conflict, unless the SOW expressly names the clause it changes.
Who owns the work under this MSA?
The client, once it has paid in full. The provider keeps the tools, methods and materials it already had, called background IP, and gives the client a perpetual, royalty-free license to any of it built into the deliverables.
How is liability limited?
Section 13 caps each party’s total liability at the fees paid or payable under the affected statement of work in the 12 months before the event giving rise to the claim. The cap does not apply to indemnification, breaches of confidentiality or data protection, the client’s payment obligations, gross negligence, willful misconduct and fraud, or liability that cannot be limited by law.
Can the provider use AI tools on my project?
Yes, within the limits of section 8. The provider must tell you about material AI use if you ask, may not feed your data into systems that retain or train on it without safeguards or your written consent, and remains fully responsible for the accuracy of AI-assisted work.
Related templates
- Performance agreement template
- NDA template
- Form W-9, to collect a US contractor’s tax details
- eSignature API for SaaS onboarding, to have customers sign order forms and MSAs inside your product
Last updated Jul 17, 2026. This template is provided by QuickSigner for general information only and is not legal advice. Service relationships raise industry- and jurisdiction-specific issues, particularly around liability caps, IP ownership and data protection. Have this document reviewed by a qualified attorney before use.
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