1. Structure and Relationship to Statements of Work
This Agreement establishes the general terms and conditions under which Provider will provide services to Client. Specific services, deliverables, timelines, fees, and other project-specific terms shall be set forth in one or more Statements of Work, work orders, or order forms (each an "SOW") executed by the Parties. In the event of a conflict between this Agreement and any SOW, the terms of the SOW shall control with respect to the specific engagement described in that SOW, except that the liability, indemnification, confidentiality, IP ownership, and governing law provisions of this Agreement shall control unless the SOW expressly overrides them with reference to this section.
2. Scope of Services
Provider shall perform the services described in each SOW (the "Services") in a professional and workmanlike manner consistent with industry standards. Provider shall assign qualified personnel and may use subcontractors or affiliates only with Client's prior written consent (not to be unreasonably withheld). Provider remains fully responsible for the performance of any permitted subcontractors.
2.1 Change Orders. Any material change to scope, timeline, or fees must be documented in a written change order signed by both Parties. Provider shall not be obligated to perform work outside the agreed scope without an approved change order.
2.2 Acceptance. Client shall have [[Acceptance Period, e.g., ten (10) business days]] after delivery of a deliverable to review and provide written notice of acceptance or detailed rejection. Failure to reject in writing within the period constitutes acceptance. Rejected deliverables shall be corrected by Provider within a reasonable time at no additional charge if the rejection is due to failure to meet the SOW specifications.
2.3 Time and Materials vs Fixed Fee. Unless an SOW specifies fixed fees or milestones, Services are provided on a time-and-materials basis at the rates set forth in the SOW or Provider's then-current rate card. Provider shall not exceed any estimate or not-to-exceed amount without prior written approval.
3. Client Obligations
Client shall:
- Provide timely access to necessary personnel, facilities, data, and systems.
- Designate a primary contact and decision-maker.
- Review and respond to requests for information or approvals within agreed timeframes (or within five (5) business days if no timeframe is specified).
- Ensure that all information provided to Provider is accurate and complete.
- Obtain any required consents or licenses for third-party materials supplied to Provider.
4. Fees, Payment, and Invoicing
Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified in the SOW:
- Fees are due net thirty (30) days from invoice date.
- Provider may invoice monthly for time-and-materials work or upon milestones for fixed-fee work.
- Late payments shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.
- Client is responsible for all applicable taxes (excluding taxes on Provider's net income).
- Reasonable pre-approved travel and out-of-pocket expenses shall be reimbursable at cost plus any administrative markup specified in the SOW.
Provider may suspend Services for non-payment after ten (10) days' written notice.
5. Intellectual Property Ownership
5.1. Work Product. Upon full payment of applicable fees, Client shall own all right, title, and interest in and to the deliverables and work product created specifically for Client under an SOW (the "Work Product"), excluding any Provider Background IP.
5.2. Provider Background IP. Provider retains all right, title, and interest in and to its pre-existing materials, methodologies, tools, frameworks, code libraries, and know-how (collectively, "Provider Background IP"). Provider grants Client a perpetual, non-exclusive, non-transferable (except to affiliates), royalty-free license to use the Provider Background IP solely as embedded in the Work Product.
5.3. Client Materials. Client retains all right, title, and interest in and to its pre-existing materials, data, and intellectual property ("Client Materials"). Client grants Provider a limited license to use Client Materials solely as necessary to perform the Services.
5.4. Third-Party Components. Any third-party software, open source components, or materials included in the Work Product shall be subject to their own license terms, which shall be disclosed in the SOW or accompanying documentation.
6. Confidentiality
Each Party agrees to protect the other Party's Confidential Information using at least the same degree of care it uses for its own information of like importance, but in no event less than reasonable care. "Confidential Information" includes the terms of this Agreement, pricing, business plans, technical information, customer data, and any information marked confidential or that a reasonable person would understand to be confidential. Exclusions and permitted disclosures are as set forth in the standard NDA form attached as Exhibit A or as otherwise agreed. Obligations survive for five (5) years after termination (or indefinitely for trade secrets).
7. Representations and Warranties
7.1. Mutual. Each Party represents that it has the legal power and authority to enter into this Agreement and perform its obligations.
7.2. Provider. Provider warrants that the Services will be performed in a professional manner and that the Work Product will substantially conform to the specifications in the applicable SOW for a period of [[Warranty Period, e.g., ninety (90) days]] after delivery. This warranty is void if Client modifies the Work Product or fails to implement recommended updates.
7.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN SOW, ALL SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability and Indemnification
8.1. Cap. EXCEPT FOR OBLIGATIONS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT AND ALL SOWs SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
8.2. Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
8.3. Indemnification by Provider. Provider shall defend, indemnify, and hold Client harmless from third-party claims that the Work Product (as delivered by Provider) infringes the intellectual property rights of a third party, provided Client gives prompt notice, allows Provider to control the defense, and cooperates. If a claim arises, Provider may (a) procure the right to continue using the Work Product, (b) replace or modify it to make it non-infringing, or (c) terminate the affected SOW and refund a pro-rata portion of fees.
8.4. Indemnification by Client. Client shall defend, indemnify, and hold Provider harmless from claims arising from Client Materials, Client's use of the Work Product in combination with other products, or Client's breach of this Agreement.
9. Insurance
Provider shall maintain, at its own expense, the following insurance with reputable carriers: (a) commercial general liability of at least [[GL Amount, e.g., $1,000,000]] per occurrence; (b) professional liability/errors and omissions of at least [[E&O Amount, e.g., $1,000,000]] per claim; (c) workers' compensation as required by law; and (d) cyber liability if handling sensitive data. Upon request, Provider shall provide certificates of insurance.
10. Term and Termination
10.1. Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
10.2. Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice, provided that all SOWs in progress shall continue under their own terms unless terminated separately.
10.3. Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party materially breaches and fails to cure within fifteen (15) days after notice (or immediately for breaches of confidentiality, IP, or non-payment that remain uncured after notice).
10.4. Effect of Termination. Upon termination, Client shall pay for all Services performed and expenses incurred through the effective date. Provider shall deliver all Work Product for which Client has paid. Sections 5, 6, 8, 11, 12, and 13 shall survive termination.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of [[Governing State, e.g., Delaware or the state of Client's principal place of business]], without regard to conflict of laws principles. The Parties shall attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in [[Arbitration Location]] under the rules of the American Arbitration Association, or litigated in the state or federal courts located in that jurisdiction. Each Party waives jury trial to the extent permitted.
12. General Provisions
- Entire Agreement. This Agreement, together with all SOWs and exhibits, constitutes the entire agreement and supersedes all prior agreements relating to the subject matter.
- Amendments. Amendments must be in writing and signed by both Parties.
- Assignment. Neither Party may assign without prior written consent except to an affiliate or in connection with a merger or sale of substantially all assets; any attempted assignment in violation is void.
- Notices. Notices shall be in writing and delivered by email with read receipt, overnight courier, or certified mail to the addresses above (or as updated).
- Severability. Invalid provisions shall not affect the remainder.
- Waiver. Failure to enforce any provision is not a waiver.
- Force Majeure. Neither Party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, war, pandemic, government action, or infrastructure failures.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties.
- Counterparts. May be executed in counterparts or electronically.
- Export. Each Party shall comply with applicable export laws.
13. Attorney Review Disclaimer
This is a template for illustrative and educational purposes. It is not legal advice. MSA terms should be customized to the parties' risk tolerance, industry, and jurisdiction. Consult qualified counsel. As of June 2026.
14. Data Protection and Security
If Provider processes any personal data or sensitive Client data in the course of performing Services, the Parties shall enter into a Data Processing Addendum or exhibit addressing compliance with applicable privacy laws (including CCPA/CPRA, GDPR where applicable, and Massachusetts data protection requirements). Provider shall implement reasonable administrative, technical, and physical safeguards consistent with industry standards to protect Client data against unauthorized access or disclosure.
15. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months thereafter, neither Party shall directly solicit or hire the other Party's employees who were involved in the performance of Services without the prior written consent of the other Party, except for general solicitations not targeted at such individuals.
16. Publicity
Neither Party shall use the other Party's name, logo, or trademarks in any public announcement, marketing material, or case study without prior written consent, except that Provider may list Client as a customer in general marketing materials unless Client opts out in writing.
17. Audit Rights
Upon reasonable notice, Client may audit Provider's records relating to fees and expenses under this Agreement (but not more than once per calendar year) during normal business hours. Any underpayment discovered shall be paid promptly with interest. Audits shall be conducted in a manner that minimizes disruption.
18. Survival of Key Provisions
The following sections shall survive termination or expiration of this Agreement and all SOWs: Intellectual Property Ownership, Confidentiality, Limitation of Liability and Indemnification, Governing Law and Dispute Resolution, General Provisions, Data Protection, Non-Solicitation, and any provisions that by their nature should survive.
19. Order of Precedence
In the event of conflict, the order of precedence shall be: (1) the specific SOW (only for the matters it addresses), (2) this Master Service Agreement, (3) any exhibits or addenda attached to this Agreement, (4) any referenced policies or rate cards. Specific terms in an SOW that expressly reference and modify a section of this Agreement shall control for that SOW.
20. Independent Contractor Status
Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. Provider personnel are not employees of Client and are not entitled to any employee benefits from Client. Provider is solely responsible for all employment taxes, insurance, and benefits for its personnel.
21. Notices and Contact Information
All formal notices under this Agreement shall be in writing and deemed given when delivered personally, sent by confirmed email, or three (3) business days after mailing by certified mail to the addresses first set forth above, with a copy to legal counsel if designated in writing.
22. Counterparts and Electronic Execution
This Agreement and any SOW may be executed in counterparts (including electronic or PDF signatures), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original ink signatures.
23. Construction and Interpretation
Headings are for convenience only. The word "including" shall mean "including without limitation." References to "days" mean calendar days unless business days are specified. This Agreement has been negotiated by the Parties and their counsel, and no rule of construction against the drafter shall apply.
24. No Waiver of Rights
The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision in the future.
25. Entire Understanding
The Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms. This Agreement, including all SOWs, constitutes the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, prior agreements, and understandings, whether oral or written.
26. Effective Date
This Agreement is effective as of the Effective Date first written above.
Sources (as of 2026-06): Standard commercial contracting practices; UCC Article 2 principles (for goods aspects); Delaware General Corporation Law and common law for choice of law; general principles from ABA Model Forms and leading treatises on technology and services agreements.
Client:
Signature: ______________________________ Date: ___________
Printed Name: [[Client Signatory Name]] Title: [[Title]]
Provider:
Signature: ______________________________ Date: ___________
Printed Name: [[Provider Signatory Name]] Title: [[Title]]
Exhibit A: Form of Non-Disclosure Agreement (or reference to separate NDA)
Exhibit B: Sample Statement of Work Template
Template - not professional advice. Customize all liability caps, IP provisions, indemnities, and governing law to the specific transaction. Both parties should have counsel review.
