Master Service Agreement (MSA) Template

This is a standard master service agreement template. By filling it in, you set clear legal and commercial rules for services provided to you by another party, such as a vendor, service provider, or agency.

• Set a legal framework for multiple projects or work orders under one agreement
• Define confidentiality, intellectual property, payment terms, and liability
• Cover ongoing or recurring services
• Customize essential clauses commonly found in an MSA contract
• Legally enforceable when properly completed and signed

The MSA contract template is free to edit and use in Word or PDF format before signing, requiring only registration.

Who it’s for

A master service agreement is usually used when both sides want to define the overall working relationship, not just a single project. By signing it, you agree on how you’ll work together, what each party is responsible for, and how issues will be handled if something goes wrong.

This MSA contract template is suitable for:

• Service providers and clients with long-term engagements
• Businesses working with consultants, agencies, or vendors
• Companies delivering recurring or on-demand services
• Organizations that want consistent legal terms across multiple projects

The template works well when services are provided on a long-term basis and are homogeneous, meaning the scope and responsibilities stay the same over time.

If the nature of your engagement assumes project-based work, then make sure to add separate work orders that detail the exact scope and timelines. These work orders will still be governed by the same master agreement.

When to use this MSA template

Use this master service agreement sample when you want to avoid renegotiating core legal terms for every new project.

Common use cases include:

• Ongoing consulting or professional services
• Agency or outsourcing relationships
• IT, software development, or technical services
• Marketing, design, or operational support
• Vendor or supplier service arrangements

This master service agreement example lets you take legal risks off the table by clearly defining responsibilities, payment terms, confidentiality rules, and remedies upfront.

What’s included in the MSA template

This template includes the core clauses commonly included in a master service agreement:

• Identified parties and legal entity details
• Confidentiality
• Service performance standards
• Work order structure and change management
• Pricing, invoicing, and payment terms
• Delivery timelines and client responsibilities
• Intellectual property and data ownership
• Warranties, limitations of liability, and indemnification
• Force majeure protection
• Term, termination, and survival clauses
• Non-exclusivity provisions
• Governing law and dispute resolution
• Signature blocks for both parties

You can adapt the template to your industry and service models.

Step-by-Step Guide to Filling Out Your MSA Contract

This master service agreement template will form the basis for all work done now and in the future between you and the other party. Before editing, think of the MSA as the place to define rules, while work orders define details.

1. Decide what belongs in the MSA vs. the work orders

Include the standard terms that apply to all projects in the MSA, such as confidentiality, liability limit, payment terms, termination, and ownership rights to intellectual property.

Create separate work orders with the project's scope of services, prices, delivery time, and various milestones.

2. Customize confidentiality to match real data flows

This MSA template contains a full confidentiality clause to protect non-public business information, trade secrets, and any data exchanged during the performance of the services. It’s a standard clause that you can keep as is.

However, if you’re sharing confidential information before cooperation starts, signing a standalone non-disclosure agreement (NDA) is more appropriate.

3. Define service standards you can realistically meet

You should also check that the clause on performance requires you to provide the services with reasonable skill and care, in line with how your services will be provided. Don't promise outcomes or guarantees in the MSA. If project expectations differ, describe them in each project's work order instead.

4. Use work orders to control scope and pricing changes

This template requires written authorization before service or rate changes can be made. Use work orders to accomplish this task. Clearly define who may request a change, the grounds for changes, and the new price or timing.

5. Review intellectual property ownership carefully

The MSA template assumes that any intellectual property rights that existed before the agreement remain with the original rights holder, though this can be changed to the client or service provider, or licensed, if desired.

6. Align termination terms with business reality

The contract ends when either party sends the other notice, but work orders remain in place. Treat the termination clause as a 'what if this ends early' clause. Make sure the notice period gives you enough time to stop work safely.

7. Final review before signing

Once finalized, use the same MSA for future work orders to maintain consistency and reduce legal friction over time. Sign the completed MSA electronically or in print to make it legally binding.