Free Master Service
Agreement Template
A master service agreement (MSA) fixes your legal terms once — IP, payment, liability, confidentiality, insurance — so every future project runs on a short Statement of Work instead of a brand-new contract. Includes an order-of-precedence clause, a per-SOW liability cap, optional insurance requirements, and renewal. Download and send in minutes.
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- Free forever
- Reviewed June 2026
- Covers all U.S. states
Branding (optional)
1 — Provider
2 — Client
3 — Scope of Relationship
4 — Term & Renewal
5 — Statements of Work & Payment
6 — Insurance & Legal
PDF: choose "Save as PDF" in the dialog that opens. The download is the MSA itself — pair it with a Statement of Work per project.
Master Service Agreement
Effective Date: enter date above
1. Parties & Structure
This Master Service Agreement ("Agreement" or "MSA") is entered into as of enter date above between Provider name ("Provider"), and Client name ("Client"). This MSA sets the terms that govern the parties' relationship; the specific work is described in one or more Statements of Work.
2. Statements of Work & Order of Precedence
Services covered: General / Professional Services — describe the relationship above
Each project is authorized by a separate Statement of Work ("SOW") signed by both parties that sets out the scope, deliverables, schedule, and fees for that project and incorporates this Agreement by reference. No SOW is binding until signed. Order of precedence: if a SOW conflicts with this Agreement, this Agreement governs, unless the SOW expressly states it is overriding a specific, numbered section of this Agreement for that SOW only (e.g., "Notwithstanding Section 8…"). A SOW does not amend this Agreement for any other SOW.
3. Term & Renewal
Initial term: 1 year, beginning start date.
Renewal: Auto-renews for successive 1-year terms. Unless either party gives 30 days written notice of non-renewal before the end of the then-current term, the Agreement renews automatically. Any SOW in effect when this Agreement ends continues under its terms until completed or separately terminated.
4. Fees & Payment
Fee basis: Fees set per SOW | Currency: USD ($)
Fees, milestones, and any deposit for each project are stated in the applicable SOW. The payment terms below apply to every SOW unless that SOW states otherwise.
Payment: Invoices due within Net 30 of issue date. Late amounts accrue interest at 1.5%/month after a 7-day grace period. Provider may suspend Services under the affected SOW after 14 days of non-payment without waiving any rights.
5–9. Standard Clauses
Intellectual property (WFH + §204 assignment of each SOW's deliverables, on full payment) · Confidentiality & data privacy (CCPA/CPRA + 2026 state laws) · Warranties & reasonable care · Independent contractor status + non-solicitation (no non-compete) · Optional AI tools disclosure (USCO Part 2 2025; Thaler v. Vidal 2026) · Mutual indemnification & per-SOW liability cap.
Insurance: Provider maintains commercial general liability and professional liability (E&O) insurance of at least $1,000,000 per occurrence, names Client as additional insured, and provides a certificate of insurance before beginning work under any SOW.
10. Termination, Survival & Governing Law
Either party may terminate this Agreement for convenience with 30 days notice, or for cause after a 10-day cure period. Terminating the MSA does not automatically end SOWs already in progress (except termination for cause). Sections 5, 6, 8, and 9, accrued payment, and any active SOW survive termination. Governed by the laws of governing state. This Agreement, with its SOWs, is the entire agreement between the parties.
Provider
Signature
Print name: _______________
Date: _________________
Client
Signature
Print name: _______________
Date: _________________
Template preview
Parties & Structure
1. Parties & Structure
This Master Service Agreement ("Agreement" or "MSA") is entered into as of [Effective Date] between [Provider Name], trading as [Business Name], [Address] ("Provider"), and [Client Name / Company], Attn: [Client Contact], [Client Address] ("Client"). This Agreement establishes the terms that govern all services Provider performs for Client. It does not, by itself, obligate either party to any specific project; the work is described in one or more Statements of Work issued under this Agreement.
Statements of Work & Order of Precedence
2. Statements of Work & Order of Precedence
Services covered: [e.g. IT & Managed Services / Marketing & Creative / Consulting].
Each project is authorized by a separate Statement of Work ("SOW") signed by both parties that describes the scope, deliverables, schedule, acceptance criteria, and fees for that project and incorporates the terms of this Agreement by reference. No SOW is binding until signed by both parties.
Order of precedence: in the event of a conflict between a SOW and this Agreement, this Agreement governs — unless the SOW expressly states that it is overriding a specific, numbered section of this Agreement for that SOW only (for example, "Notwithstanding Section 8 of the MSA…"). A SOW does not amend this Agreement for any other SOW. This keeps the negotiated legal terms stable across every project while still letting an individual SOW vary something deliberately.
Term & Renewal
3. Term & Renewal
This Agreement begins on the Effective Date for an initial term of [1 / 2 / 3 years]. If auto-renewal is selected, it renews [for successive one-year terms / month-to-month] unless either party gives [30 / 60 / 90 days] written notice of non-renewal before the end of the then-current term. Some U.S. states regulate evergreen renewal clauses, so keep the notice window clear and reasonable. Any Statement of Work in effect when this Agreement expires or terminates continues to be governed by it until that SOW is completed or separately terminated.
Payment
4. Fees & Payment
Fee basis: [Fees set per SOW / Monthly retainer / Hourly Rate].
Unless a SOW states otherwise, fees, milestones, and any deposit for a project are set in the applicable SOW, and these master terms apply to every SOW: invoices are due within [Net 7 / 14 / 30 / 45] of the invoice date; amounts unpaid after the due date accrue interest at 1.5%/month after a 7-day grace period; Provider may suspend Services under the affected SOW after 14 days of non-payment without waiving any right to payment or termination; pre-approved expenses are reimbursed at cost.
Download the full template — includes IP ownership (WFH + assignment per SOW), confidentiality & data privacy, insurance (CGL + E&O, additional insured, certificate of insurance), warranties, independent contractor status, an optional AI tools clause, mutual indemnification, and a per-SOW liability cap with survival.
Download the full template — free
Fill in your details above and download a ready-to-send MSA, then add a Statement of Work per project.
What's included in this template
How to use this template
Sign the MSA once — it sets the legal terms for every future project
The whole point of a master service agreement is leverage through reuse: you negotiate the hard legal terms — IP ownership, liability cap, confidentiality, insurance, governing law — a single time, and they then govern every project the two parties run together. Fill in the provider and client details, the type of services the relationship will cover, the term, and the payment and insurance defaults. Keep the MSA focused on terms that rarely change; resist the temptation to describe a specific project here, because that belongs in a Statement of Work.
Issue a Statement of Work for each project
Once the MSA is signed, you start each new piece of work with a short Statement of Work instead of a fresh contract. The SOW describes that project's scope, deliverables, acceptance criteria, schedule, and fees, and incorporates the MSA by reference — so all the legal protections carry over automatically. One signed MSA can sit above dozens of SOWs over the life of the relationship. This is why agencies, IT and managed-service providers, consultancies, and staffing firms run on the MSA-plus-SOW model.
Set order of precedence, the liability cap, and insurance deliberately
Three clauses do most of the risk work. Order of precedence decides which document wins when an SOW and the MSA conflict — this template makes the MSA control unless an SOW expressly overrides a numbered section, which prevents a project document from quietly undoing your core terms. The limitation of liability caps each party's exposure at the fees paid under the relevant SOW in the prior 12 months, with carve-outs (indemnification, confidentiality, IP infringement, gross negligence or fraud) that sit outside the cap. And insurance — turn the requirement on to make the provider carry general and professional liability cover, name the client as additional insured, and supply a certificate before work begins.
Both parties sign the MSA — then collect a certificate of insurance
The MSA becomes binding when both parties sign; individual SOWs are each signed as projects begin. If you turned on the insurance requirement, collect the provider's certificate of insurance before the first SOW starts. Use Bonsai to send the agreement, collect signatures, and bill recurring or per-SOW invoices in one place, or PandaDoc if you need reusable MSA and SOW templates with an approval pipeline for higher-volume work.
Frequently asked questions
- A master service agreement (MSA) is an umbrella contract that two parties sign once to fix the legal and commercial terms of their entire working relationship — intellectual property ownership, payment terms, confidentiality, liability, insurance, and how disputes and termination are handled. The MSA itself usually doesn't describe a specific project. Instead, each individual project is authorized by a short Statement of Work (SOW) that sets out that project's scope, deliverables, timeline, and price and automatically incorporates the MSA's terms. The point is efficiency: you negotiate the hard legal terms once, then start each new project with a one-page SOW instead of a brand-new contract.
- Think of the MSA as the rulebook and the SOW as the transaction. The MSA contains the terms that rarely change between projects — IP, liability cap, confidentiality, insurance, governing law — and is negotiated once. A Statement of Work is created for each project and covers the things that change every time: the specific deliverables, schedule, acceptance criteria, and fees. One signed MSA can sit above many SOWs. If a term appears in both documents and they conflict, the MSA's order-of-precedence clause decides which one wins.
- It depends on whether the relationship repeats. If you have one defined engagement — a single project or a simple recurring service — a standalone service agreement is simpler and sufficient: all the terms live in one document. Choose a master service agreement when the same two parties expect to run multiple projects over time, because the MSA lets you reuse the negotiated legal terms and spin up each new project with a quick Statement of Work. Agencies, IT and managed-service providers, consultancies, and staffing firms typically prefer an MSA; a one-off provider usually does not need one.
- Order of precedence is the rule that decides which document controls when the MSA and a Statement of Work say different things about the same issue. It is one of the most common silent failure points in long-term relationships: without it, a project-specific SOW can accidentally override the carefully negotiated legal protections in your MSA. This template states that the MSA governs by default, and that a SOW overrides it only where the SOW expressly says it is changing a specific, numbered section of the MSA for that SOW alone (for example, "Notwithstanding Section 8 of the MSA…"). That keeps your core terms stable while still letting an individual project vary something deliberately.
- Terminating or letting the MSA expire does not automatically kill work already underway. Under this template, any Statement of Work that is in effect on the termination or expiration date continues to be governed by the MSA's terms until that SOW is completed or separately terminated — so neither party can walk away from a half-finished, paid-for project just because the umbrella agreement ended. Termination for cause (an uncured material breach or non-payment) is the exception and can end the affected SOWs immediately. Clauses meant to outlast the relationship — IP ownership, confidentiality, indemnification, the liability cap, and accrued payment — survive termination.
- Two clauses do most of the risk-allocation work in an MSA. First, insurance: a client commonly requires the provider to carry commercial general liability and professional liability (errors & omissions) coverage — often at least $1,000,000 per occurrence, sometimes with cyber liability — to name the client as an additional insured, and to supply a certificate of insurance before work begins. This template lets you turn that requirement on and set the limit. Second, the limitation of liability: it caps each party's exposure (here, at the fees paid under the relevant Statement of Work in the prior 12 months) and excludes indirect and consequential damages, with carve-outs that sit outside the cap for indemnification, breaches of confidentiality, IP infringement, and gross negligence, fraud, or willful misconduct. Together they keep a modest-fee provider from facing unlimited claims while preserving real remedies for the client.
Bonsai is built for service businesses — send the MSA, collect a signature, and bill per-SOW or recurring invoices automatically as projects come in.