Business Template
Free Master Service Agreement (MSA) Template
An MSA establishes the overarching terms for an ongoing business relationship, with individual projects defined in separate Statements of Work.
Template
Copy this markdown, replace the {{variables}}, and send via API.
# Master Service Agreement
**Service Provider:** {{providerName}}
**Client:** {{clientName}}
**Effective Date:** {{date}}
## 1. Services
Provider shall perform services as described in individual Statements of Work (SOW) executed under this Agreement.
## 2. Payment Terms
- Invoices issued {{invoiceFrequency}}
- Payment due within {{paymentTerms}} days of invoice date
- Late payments accrue interest at {{interestRate}}% per month
## 3. Intellectual Property
All work product created under this Agreement shall be owned by {{ipOwner}} upon full payment.
## 4. Confidentiality
Both parties agree to maintain confidentiality of proprietary information.
## 5. Limitation of Liability
Neither party's total liability shall exceed the fees paid under the applicable SOW.
## 6. Termination
Either party may terminate with {{noticePeriod}} written notice.
## 7. Governing Law
Governed by the laws of {{jurisdiction}}.Send for e-signature
curl -X POST https://signb.ee/api/send \
-H "Authorization: Bearer YOUR_API_KEY" \
-H "Content-Type: application/json" \
-d '{
"content": "YOUR_RENDERED_MARKDOWN",
"senderName": "Your Name",
"senderEmail": "you@company.com",
"recipientName": "Recipient",
"recipientEmail": "recipient@email.com"
}'What happens next
- Signbee converts the markdown to a professional PDF
- Recipient gets an email with a signing link
- Both parties sign with an animated handwriting signature
- Both receive the signed PDF with a SHA-256 certificate
All signatures are legally binding under the ESIGN Act, eIDAS, and ECA.
More details
A Master Service Agreement (MSA) is the framework contract for an ongoing business relationship. It defines the general terms once, so individual projects only need a lightweight Statement of Work (SOW) to kick off — no renegotiating payment terms, IP ownership, or liability caps every time.
MSA + SOW architecture: - MSA: Signed once. Covers payment terms, IP, confidentiality, liability, termination, governing law. - SOW: Signed per project. Covers scope, deliverables, timeline, and project-specific fees. - Benefit: Starting a new project takes minutes (sign a 1-page SOW) instead of weeks (negotiate a full contract).
Key MSA clauses to negotiate carefully: 1. IP ownership — 'Work for hire' (client owns everything) vs 'license' (provider retains ownership, client gets usage rights). Agencies often prefer licensing; clients prefer ownership. 2. Limitation of liability — Most MSAs cap total liability at fees paid under the applicable SOW. Avoid uncapped liability or caps tied to total contract value. 3. Indemnification — Who pays if a third party sues? Typically mutual: each party indemnifies the other for their own negligence. 4. Termination for convenience — Both parties should be able to exit with reasonable notice (30-90 days). Without this, you're locked in. 5. Change orders — How are scope changes handled? Define a process for written change orders with associated fee adjustments. 6. Force majeure — Post-pandemic essential. Covers non-performance due to events outside either party's control.
Industries that commonly use MSAs: consulting, software development, marketing agencies, staffing, IT services, and any professional services with ongoing client relationships.
Frequently asked questions
What is the difference between an MSA and a contract?
An MSA is a type of contract — it's the overarching framework agreement. Individual projects are then defined in Statements of Work (SOWs) that reference the MSA. This avoids re-negotiating general terms for every new project.
Can an MSA be signed electronically?
Yes. MSAs are fully valid with electronic signatures under ESIGN (US), eIDAS (EU), and ECA (UK). Many companies sign both the MSA and subsequent SOWs electronically for speed and audit trail consistency.
How long does an MSA last?
Most MSAs run for 1-3 years with auto-renewal clauses. Either party can typically terminate with 30-90 days written notice. The MSA continues to govern any active SOWs until they're completed.
Related resources
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