Service Agreements & Contracts

Free Master Services Agreement Template (PDF)

A master services agreement (MSA) is a reusable framework contract that sets the general legal terms for an ongoing relationship, so individual projects can be authorized quickly with a short statement of work instead of a full new contract each time.

When to use it

Use an MSA when you expect to do repeat business with the same client or vendor — it means the heavy legal terms (liability, IP, confidentiality) only get negotiated once, and every project after that just needs a short SOW covering scope and price for that specific engagement.

What's typically included

• Purpose (framework for future SOWs)
• Services (governed by individual SOWs)
• Fees and payment
• Term and termination
• Confidentiality
• Intellectual property
• Warranties and disclaimer
• Limitation of liability
• Indemnification
• Governing law

How to fill it in

• An MSA has no project-specific scope of its own by design — that's deliberate, since the whole point is that a separate statement of work covers scope, deliverables, and price for each engagement.
• Pay particular attention to the limitation of liability and indemnification sections — because an MSA governs every future SOW, these terms apply to work you haven't scoped yet, not just the first project.
• Once this is signed, use the companion statement of work template for each specific project, referencing this MSA's effective date.

This template is a general starting point, not legal advice — customize it and have it reviewed for your situation.

Frequently asked questions

Can I start work under an MSA alone, with no statement of work?

No — an MSA sets the legal framework, but it doesn't authorize any specific project or spending on its own. You need a signed statement of work (SOW) for each actual engagement.

Is an electronically signed MSA legally binding?

Yes, under the U.S. ESIGN Act and state UETA laws, the same as any other contract.

Do I need a lawyer to review this before using it for repeat business?

Because an MSA's terms apply to every future project under it, it's one of the higher-stakes templates in this library to get right — having a lawyer review your specific liability and IP language before relying on it for real recurring work is worth doing.