Sales

Framework Master Service Agreement (MSA) Template

Set the ground rules once with a master service agreement template that covers scope, fees, liability, and term so every project starts from a clear, branded base.

Use template for free Open full preview
Template preview
Scroll to explore
Master service agreement
Template

Framework master service agreement

This agreement sets the legal terms for recurring professional services delivered under future statements of work, work orders, or similar ordering documents between the parties.
Provider
[Sender Comapny]
[Sender Street Address]
Authorized representative: [Sender First Name] [Sender Last Name]
Client
[Client Company]
[client Street Address]
Authorized representative: [Client First Name] [Client Last Name]

1. Confidentiality

The parties may exchange non-public information while discussing, ordering, and performing services under this agreement. This section defines that information and sets the rules for its use and protection.
Agreement details
Party information
Effective date
October 15, 2025
Provider
Company:
Provider legal details

Client
Client Company
Client legal details
Insert entity type, governing jurisdiction, and principal place of business
Definition of confidential information
This Master Service Agreement is made and entered into on October 15, 2025, by and between [Provider company name], organized under the laws of [Provider state], with its principal place of business at [Provider street address], and [Client company name], organized under the laws of [Client state], with its principal place of business at [Client street address].
Each party may disclose confidential information to the other in connection with this agreement. “Confidential Information” means non-public business, commercial, technical, financial, operational, or legal information disclosed in any form, including information learned through access to facilities, systems, records, personnel, products, samples, prototypes, software, pricing, customers, suppliers, methods, analyses, and the existence and terms of this agreement or any work order.
Confidential Information does not include information that is public through no breach of this agreement, was already lawfully known to the receiving party before disclosure, or is lawfully received from a third party without a duty of confidentiality.

2. Performance of services

Services will be performed only under an approved work order. This section sets the standard of care, the rules for using confidential information during performance, and the basic service framework.
Confidentiality obligations
  • Each receiving party shall protect confidential information with at least reasonable care and with no less care than it uses for its own similar information.
  • Access may be given only to personnel, affiliates, and subcontractors who need the information for performance and who are bound by written confidentiality obligations.
  • The receiving party remains responsible for breaches by anyone to whom it discloses confidential information under this agreement.
  • If disclosure is required by law, the receiving party shall give prior notice when legally permitted and reasonably practicable.
Service performance standard
  • Services must be described in a written work order signed by both parties before performance begins.
  • The provider shall perform the services in good faith and with reasonable skill, care, and diligence consistent with industry practice.
  • If a work order conflicts with this agreement, this agreement controls unless the work order expressly states that a specific provision overrides it.
  • Upon written request, confidential information must be returned or destroyed, except for copies retained for legal compliance, backup, or recordkeeping.
A signed work order should define the scope, deliverables, timeline, fees, assumptions, and any service-specific terms.

3. Placement of orders

Work under this agreement begins only when both parties approve a written order document. Pricing, changes, taxes, invoicing, and delivery expectations should be stated there with enough detail to avoid later disputes.
Order requirements
  1. Each order must be documented in a written work order, statement of work, or purchase document signed by both parties.
  2. The order document should describe the services, deliverables, schedule, service contacts, acceptance criteria, and commercial terms.
  3. Any change to scope, timing, dependencies, or deliverables must be approved in writing by both parties.
Commercial terms
  1. Fees are payable as stated in the applicable work order.
  2. Unless the work order states otherwise, fees exclude taxes, duties, and similar charges, all of which are the client’s responsibility except taxes based on the provider’s net income.
  3. Invoices are due within thirty (30) days of the invoice date, except for amounts disputed in good faith and raised in writing before the due date.
  4. No pricing change is effective unless approved in writing by both parties before the affected services are performed.
Delivery dates, turnaround times, and milestone dates are planning estimates unless a work order states that a date is firm and includes a stated consequence for delay.

6. Transfer of property and intellectual property rights

This section clarifies ownership of pre-existing materials, work product, and service-related data. It also carries forward the delivery provisions and the core warranty language that apply across all orders.
Topic
Contract position
Completion notice
The provider may issue notice of completed deliverables by email or other electronic means unless a work order requires a different method.
Client delay
The provider is not responsible for delay caused by the client’s failure to provide access, approvals, information, or timely decisions.
Provider materials
All tools, templates, software, methods, know-how, inventions, and other materials owned or controlled by the provider before or outside this agreement remain the provider’s property.
Service data
The provider may store and use data generated through the services to the extent permitted by law, this agreement, and any applicable order-specific restrictions.
Limited warranties and mutual authority
  • The provider warrants that the services will be performed with commercially reasonable care and skill.
  • Except as expressly stated in this agreement or an applicable work order, the services and deliverables are provided without additional warranties, whether express or implied.
  • Each party represents that it has full authority to enter into this agreement and that the signatory has authority to bind that party.
  • Each party remains responsible for complying with the laws and contractual obligations that apply to its own business, personnel, systems, and data.

8. Remedy for insufficient services

This section sets the parties’ agreed remedy framework, addresses force majeure, and introduces indemnity, liability, and term provisions.
Service remedy
  • If services are deficient, the client’s exclusive remedy is re-performance of the affected services or a refund of the fees paid for those specific services.
  • The client must submit any performance claim in writing within thirty (30) days after receipt of the affected services.
  • The provider must be given a reasonable opportunity to investigate and cure the issue before other remedies are pursued.
Force majeure
  • Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, labor disputes, utility outages, cyber incidents by third parties, government action, or transportation disruption.
  • The affected party shall give notice as soon as reasonably practicable and use commercially reasonable efforts to reduce the impact of the delay.
Indemnity, liability, and term
  • The provider shall defend and indemnify the client against third-party claims to the extent caused by the provider’s gross negligence or willful misconduct, except to the extent caused by the client.
  • The client shall defend and indemnify the provider and its personnel against third-party claims to the extent caused by the client’s acts, omissions, negligence, or willful misconduct.
  • This agreement begins on the effective date and continues for one (1) year unless terminated earlier in accordance with this agreement.

12. Non-exclusivity

Termination, surviving obligations, non-exclusivity, and governing law are grouped here so the commercial relationship and dispute framework are easy to review.
Termination and surviving obligations
  • Either party may terminate this agreement or an individual work order on sixty (60) days’ prior written notice unless the applicable work order states a different notice period.
  • A party may terminate immediately for an irremediable material breach, for a remediable breach not cured within thirty (30) days after notice, for non-payment not cured within five (5) days after notice, or upon specified insolvency events.
  • Termination of one work order does not automatically terminate this agreement or any other work order.
  • On termination, the client shall pay all undisputed fees and reimbursable expenses properly incurred through the effective termination date.
  • Rights and obligations that by their nature should survive termination, including confidentiality, payment, ownership, liability limitations, and dispute provisions, survive.
Non-exclusivity and governing law
  • The provider is appointed on a non-exclusive basis, and the client may purchase the same or similar services from other providers.
  • This agreement is governed by the laws of the State of [Provider state], excluding its conflict of laws rules.
  • Before filing a formal claim, the parties shall first attempt in good faith to resolve the dispute through negotiation between senior representatives.

14. Miscellaneous

These standard terms govern the relationship unless a mandatory law requires otherwise or a signed work order expressly changes a point for that order.
1
Independent contractor
The provider acts as an independent contractor and is not the client’s employee, partner, agent, or joint venturer.
2
Amendments
A change to this agreement or any work order is effective only if it is in writing and signed by authorized representatives of both parties.
3
Notices
Formal notices must be in writing and are effective on receipt when delivered personally, by recognized courier, or by email if the sender receives confirmation of transmission.
4
Waiver
A waiver applies only to the specific instance stated in writing and does not waive any later breach or any other right.
5
Assignment
Neither party may assign this agreement without the other party’s prior written consent, except to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets.
6
Counterparts
This agreement may be signed in counterparts, including electronic signatures and PDF copies, each of which is deemed an original.

14.5 Severability and entire agreement

If any provision of this agreement is held unenforceable, that provision will be limited or replaced only to the minimum extent required so that the remaining provisions stay in full force and the commercial intent is preserved as closely as possible.
This agreement, together with each signed work order, states the entire agreement between the parties on its subject matter and replaces prior discussions, proposals, and understandings relating to that subject matter.
Signatures
The parties confirm their acceptance of this agreement by signature of their authorized representatives below.
Select date*
[Client Company][client title]

[Client First Name][Client Last Name]
Select date*
[Sender Comapny][Sender Title]

[Sender First Name][Sender Last Name]

Trusted by 1,100+ businesses that sell expertise

Evoke Strategy
Uffizio
Charge&Go
Aktiv
Story99
Scribd
Prolexity
Hero
Accenture
Vyapar
Storyboard Films
Infosys
TCS
FinoWorks Technologies
Growlity
Evoke Strategy
Uffizio
Charge&Go
Aktiv
Story99
Scribd
Prolexity
Hero
Accenture
Vyapar
Storyboard Films
Infosys
TCS
FinoWorks Technologies
Growlity

Framework Master Service Agreement (MSA) Template Overview

A master agreement lets you agree the framework once and add work through simple statements of work. This master service agreement template gives you ready sections for the services framework, fees, intellectual property, confidentiality, liability, and term, so you fill in the specifics instead of drafting from scratch. Built as a reusable MSA template, it generates in your branding and keeps every engagement consistent.

A polished agreement makes a client relationship feel established from the first project. Tailor it to each client, share one link they open on any device, and keep signed copies filed by account. As you sign more clients, a consistent structure keeps every agreement clear and easy to revisit.

What's Included

Everything you need to create a professional proposal

Professional Design

Fully Customizable

Ready to Use

Mobile Responsive

How to Use This Template

Get started with your professional proposal in just a few simple steps

1

Choose Template

Select this template and click "Use template for free" to get started

2

Customize Content

Fill in your details, add your branding, and tailor the content to your needs

3

Send & Track

Send your proposal to clients and track when they view and approve it

Who Benefits From Framework Master Service Agreement (MSA) Template?

Service firms and agencies can get the most from this master service agreement template that sets scope, fees, and liability in one place.

Procurement Counsel Liaison

Set master terms from a prompt once, so individual engagements start from a clear, reusable legal baseline rather than scratch.

Operations Director

Present governance and liability terms in a clean format, making a foundational agreement easy to read and approve.

Vendor Manager

Reuse the master agreement across relationships, keeping terms consistent while each engagement adds only its own specifics.

Account Director

File signed agreements by client in folders, so the governing terms for any relationship are easy to retrieve later.

Related Templates

Explore more templates in the Sales category

View All Templates

Frequently Asked Questions

Everything you need to know about using this template

A master service agreement is the overarching contract that sets how a provider and client will work together, with individual projects added through statements of work. It covers fees, IP, confidentiality, liability, and term. A master service agreement template gives you each as a section.
Yes. Generate it from a prompt and let AI draft the wording, shaping an MSA template you can review before signing.
Yes. Tailor it to your situation in the editor, adjusting an MSA template to your services, fee model, and IP terms.
Fully. Edit the wording, add or remove clauses, and reshape the layout so this master service agreement template fits your work.
Review the IP ownership, liability caps, and payment terms with a qualified adviser, since what is appropriate varies by service and client.
Yes. Your logo, colours, and fonts are applied automatically from your website, so the agreement looks like a professional, branded document.

Settle the big terms once for everyone

Build a reusable master agreement from a ready layout and share one link, instead of redrafting a contract per engagement.

Use template for free Book a Demo
Free forever.
No credit card.