Master Services Agreement (MSA) Generator

Issue Master Services Agreements with SOW-driven structure, IP ownership, confidentiality, liability cap, and arbitration. PDF download.

Client

Legal name

Registered address

Representative name

Representative title

Vendor

Legal name

Registered address

Representative name

Representative title

MSA terms

Agreement date

Effective date

Initial term (months)

Auto-renew for successive 12-month terms

Payment terms

IP ownership

Confidentiality (years)

Liability cap

Governing law

Jurisdiction / arbitration venue

Termination notice (days)

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Preview

Master Services Agreement

Dated 13 July 2026

This Master Services Agreement (the "Agreement") is made and entered into as of 13 July 2026 ("Effective Date") by and between:

[Client], with its registered office at [address] (the "Client");

AND

[Vendor], with its registered office at [address] (the "Vendor").

1. Structure

This Agreement governs all services provided by Vendor to Client. Specific engagements shall be documented in separate Statements of Work ("SOWs") signed by both Parties. Each SOW incorporates this Agreement by reference. In the event of conflict between this Agreement and an SOW, this Agreement prevails unless the SOW expressly references and overrides a specific clause.

2. Term

This Agreement commences on the Effective Date and continues for an initial term of 12 months, and shall automatically renew for successive periods of 12 months unless either Party gives written notice of non-renewal at least 60 days before the renewal date.

3. Fees and payment

Per individual SOW; default net 30 days from invoice receipt.

4. Intellectual property

All deliverables, work product, and intellectual property created by Vendor under any SOW shall be the exclusive property of Client. Vendor hereby assigns all rights, title and interest therein to Client.

5. Confidentiality

Each Party shall keep all Confidential Information of the other Party strictly confidential and shall not disclose or use it for any purpose other than performance under this Agreement, for 5 years from disclosure or termination, whichever is later. Confidential Information does not include information that is public, independently developed, or rightfully obtained from a third party without confidentiality obligations.

6. Representations and warranties

Each Party represents that it has the full authority to enter into this Agreement. Vendor warrants that services will be performed by qualified personnel in a professional and workmanlike manner. Vendor disclaims all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

7. Limitation of liability

The aggregate liability of either Party arising under this Agreement shall not exceed Total fees paid in the 12 months preceding the claim. Neither Party shall be liable for any indirect, consequential, incidental, or punitive damages, except in cases of fraud, gross negligence, or breach of confidentiality / IP obligations.

8. Indemnification

Each Party shall indemnify and hold harmless the other Party against any third-party claims arising from the indemnifying Party's gross negligence, wilful misconduct, infringement of third-party intellectual property, or breach of confidentiality.

9. Termination

Either Party may terminate this Agreement for convenience by giving 30 days' prior written notice. Either Party may terminate immediately for material breach which is not cured within 30 days of written notice. Upon termination, all outstanding SOWs shall be wound down per their terms; Confidentiality, IP, and Limitation-of-Liability clauses shall survive.

10. Governing law and dispute resolution

This Agreement shall be governed by the laws of India. Any dispute shall first be attempted to be resolved through good-faith negotiation. Failing that, disputes shall be referred to arbitration under the applicable arbitration rules, with the seat at New Delhi.

11. Notices

All notices under this Agreement shall be in writing and sent to the registered address of each Party (or such other address as a Party may designate in writing).

12. Entire agreement and amendment

This Agreement, together with any signed SOWs, constitutes the entire agreement between the Parties on the subject matter hereof and supersedes all prior agreements. Any amendment must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For [Client]

—

Date: ____________

For [Vendor]

—

Date: ____________

Template provided as a starting point. Have qualified counsel review and tailor before signing — specific industries (regulated, healthcare, financial) require additional clauses.

Features

12 standard clauses

SOW-driven structure

IP ownership options (client / vendor / per-SOW)

Confidentiality + liability cap

Auto-renew toggle

Governing law (India / US / Singapore / UK)

Perfect For

B2B businesses with ongoing vendor relationships

MSA + multiple SOWs is the standard structure. Sign once, scope per SOW.

Procurement teams

Establish baseline terms once; SOWs handle commercials per project.

Software / consulting buyers and sellers

IP ownership is configurable for services-vs-product engagements.

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Features

Perfect For

B2B businesses with ongoing vendor relationships

Procurement teams

Software / consulting buyers and sellers

Automate Your Business with AI

AI Voice Assistant

WhatsApp Bot Builder

AI Website Chatbot

Video Localization

Call Analytics

Edesy CRM

Number Masking

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