Master Service Agreement template

Free Master Service Agreement (MSA) Template in Docusign

If you anticipate a long-term relationship involving multiple projects with the same Service Provider or Client, a master service agreement simplifies the contracting process significantly. Docusign offers a free, editable MSA contract that meets the basic requirements expected for commercial contracts in the UK.

• Click here to open the free template in your Docusign account or with a Docusign trial.

• This template requires the full legal names, company numbers, and registered addresses of both the Client and the Service Provider.

• This document (the MSA agreement) sets the permanent legal ground rules, which are then applied to each new project using a separate document called a Statement of Work (SOW).

• Once completed, the document is ready for electronic signatures by the authorised representatives of both parties .

Overview of the Master Service Agreement

This MSA contract is designed to streamline the contracting process for businesses engaging in repeated commercial transactions. Instead of negotiating complex legal terms for every new project, the parties agree once on core issues like intellectual property, confidentiality, liability, and dispute resolution.

Key features of this framework agreement include:

• Priority of Documents: The MSA acts as the foundation, but in the event of any conflict between the MSA and a specific SOW, the terms of the SOW shall prevail for that specific project.

• Definition of Services: The specific Services, Deliverables, timelines, and Fees are not in the MSA, but must be defined in the attached SOWs.

Who This Template Is For

This template is ideally suited for business-to-business (B2B) relationships where work is commissioned on a project-by-project basis over an extended period. This includes:

• IT Service Providers and Agencies: Working with clients on continuous development, maintenance, or marketing campaigns.

• Consultancy Firms: Providing advisory services across different business areas to one client.

• Large Clients: Managing relationships with multiple vendors under a single, standardised legal contract.

Key Clauses in Your MSA Agreement

The MSA agreement includes essential clauses for legal protection under English and Welsh law:

• Scope and SOWs (Clause 2): Clarifies that each signed SOW forms a separate contract, incorporating the terms of this MSA.

• Fees and Payment (Clause 5): The Client pays the Fees specified in the SOW. The MSA sets the standard payment terms (e.g., within [Number, e.g., 30] days) and the penalty for late payment (interest above the Bank of England's base rate).

• Intellectual Property Rights (IPR) (Clause 6): Clearly separates IPR. All IPR in the Deliverables created specifically for the Client are assigned to the Client upon full payment of the relevant Fees.

• Confidentiality (Clause 7): Requires each party to keep the other's Confidential Information secret and use it only to perform obligations under the Agreement.

• Limitation of Liability (Clause 8): Excludes liability for indirect or consequential losses. It limits the Service Provider's total aggregate liability to a specified amount (e.g., the total Fees paid under the relevant SOW or 125% of the total Fees paid in the preceding 12 months).

• Termination (Clause 9): The MSA can be terminated with a set written notice period (e.g., [Number, e.g., 30] days), but termination of the MSA does not automatically affect SOWs already in progress. It also allows for immediate termination in case of material breach or insolvency.

• Governing Law (Clause 10.6): The agreement is governed by the law of England and Wales, with exclusive jurisdiction granted to the courts of England and Wales.