Master Service Agreement Template (Free Word Download)

A master service agreement (MSA) sets the terms for all the work you do for one client, and you sign it once. Each new project then gets a short statement of work (SOW) with the work, the price and the dates, and the SOW points back to the MSA. You agree on payment terms, ownership of the work, confidentiality and liability once, rather than for every project. Below is a free template with the full MSA, a SOW form and a rate card, which you can read on this page or download as a Word file with no signup.

It's written for agencies, consultants, IT and software providers, and any business that expects to do several separate projects for the same client. If you only expect one project, or one ongoing arrangement, the service agreement template is simpler.

If you'd like to send the MSA and each SOW for e-signing from the client's record, you can try Dovio free. It's a 14-day free trial, no card required.

Topic	In the MSA, once	In each SOW
The work	How projects are ordered and approved	Deliverables, what's not included, milestones
Price	Your rate card and how often it can change	The fee for this project: fixed, hourly or monthly
Payment	Days to pay, late fees, pausing work	When this project is invoiced
Ownership	Who owns deliverables by default	Any exception for this project
Risk	Confidentiality, indemnities, liability cap	Nothing, unless section 4 lets the SOW change it
Ending	Notice for the MSA, and what happens to open SOWs	Start date and expected end date

Checklist: what a master service agreement should cover

The parties. Each side's legal business name, registration number, address and a named contact.
How projects are ordered. That each piece of work needs a SOW signed by both sides, and that the MSA alone doesn't commit the client to buy anything.
What every SOW must contain. Deliverables, what's out of scope, timeline, client inputs, approval, fee and payment schedule.
Order of precedence. Which document wins when the MSA and a SOW say different things.
Changes. How a change to a signed SOW is requested, priced and approved before work starts.
Payment terms and rates. Days to pay, late fees, the right to pause work, and a rate card with a rule for changing it.
Intellectual property. Who owns the deliverables once paid, and what tools and know-how you keep.
Confidentiality. What stays private, and for how long after the MSA ends.
Limitation of liability and indemnification. A cap on what either side can owe, per SOW or overall, and who covers third-party claims.
Term, termination and governing law. How long the MSA runs, how to end one SOW without ending the MSA, what happens to open SOWs when the MSA ends, and which laws apply.

Download the master service agreement template

The template below is the complete MSA, followed by the SOW form (Schedule 1) and a rate card (Schedule 2). Copy the text or download it as a Word file. Fill in the fields in square brackets, and where a section offers Option A or B, keep one and delete the other. The template calls you the Provider, whether you're an agency, a consultant or a software studio.

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Master Service Agreement

1. Parties

1.1 This Master Service Agreement (the “Agreement”) is made on [date] (the “Effective Date”) between [Client legal name], [company or registration number], [business address] (the “Client”), and [Provider legal name], [company or registration number], [business address] (the “Provider”).

1.2 Contact person for the Client: [name, email]. Contact person for the Provider: [name, email].

2. How this Agreement works

2.1 This Agreement sets the terms for all services the Provider performs for the Client while it is in force. Each piece of work is described in a statement of work (a “SOW”) based on the form in Schedule 1.

2.2 A SOW becomes binding when both parties have signed it. Each signed SOW, together with this Agreement, forms a separate contract for the work it describes.

2.3 This Agreement does not oblige the Client to order any services, or the Provider to accept any SOW. [Either party may also work with other businesses.]

3. Statements of work

3.1 Each SOW will state at least: the services and deliverables, what is not included, the timeline and milestones, the Client inputs needed, how deliverables are approved, the fees and payment schedule, and a contact person for each party.

3.2 Each SOW has its own number, for example SOW-[001], and refers to this Agreement. The parties may sign a SOW electronically.

3.3 A SOW stays in force until its work is completed and paid for, unless it ends earlier under section 19.

4. Order of precedence

Option A (this Agreement wins): If this Agreement and a SOW conflict, this Agreement controls, unless the SOW names the specific section of this Agreement it changes. Such a change applies to that SOW only.

Option B (the SOW wins): If this Agreement and a SOW conflict, the SOW controls for the work it describes. It does not change this Agreement for any other SOW.

5. Changes to a SOW

5.1 Either party may request a change to a signed SOW in writing. Email is enough.

5.2 The Provider will reply with the effect on price and timeline. The Provider starts the changed work only after the Client approves that reply in writing.

5.3 Unless the SOW says otherwise, extra work is charged at the rates in Schedule 2.

6. Client responsibilities

6.1 The Client will provide the information, materials, approvals and access (including to systems, accounts and premises) that the Provider reasonably needs, by the dates in each SOW.

6.2 If the Client is late with anything under 6.1, the Provider’s deadlines under that SOW move by the same amount of time.

7. Fees and rates

7.1 Each SOW sets the fees for its work, as [a fixed fee / time and materials at the rates in Schedule 2 / a monthly fee].

7.2 Schedule 2 lists the Provider’s rates. The Provider may change them once every [12] months with at least [number] days’ written notice. A change does not affect the fees in a SOW that has already been signed[, unless that SOW runs for more than [12] months].

7.3 Fees exclude [sales tax / VAT], which will be added where applicable.

8. Expenses

The Client will reimburse expenses that a SOW lists, or that the Client approves in writing in advance, at cost and with receipts. [Alternative: all expenses are included in the fees.]

9. Invoicing and payment

9.1 The Provider invoices as set out in each SOW. Invoices are due within [number] days of the invoice date. Payment is made by [bank transfer / card / other method].

9.2 [Overdue amounts carry a late fee of [amount or percent per month], to the extent permitted by applicable law.]

9.3 If an invoice is more than [number] days overdue, the Provider may pause work under any SOW after giving [number] days’ written notice, and deadlines move accordingly.

10. Independent relationship and subcontractors

10.1 The Provider performs the services as an independent business and decides how the work is done. Nothing in this Agreement makes the Provider, or anyone working for the Provider, an employee, partner or agent of the Client. The Provider is responsible for its own taxes, insurance and staff.

Option A: The Provider may not subcontract any part of a SOW without the Client’s prior written approval.

Option B: The Provider may use subcontractors and remains responsible for their work as if it were its own.

11. Intellectual property

Option A (Client owns the deliverables): Once the Client has paid for a deliverable in full, the Provider assigns to the Client all rights in that deliverable. The Provider keeps its pre-existing tools, methods, templates, code and know-how, and grants the Client a non-exclusive, perpetual license to use them as part of the deliverables.

Option B (Provider keeps ownership): The Provider keeps all rights in the deliverables and grants the Client a [non-exclusive / exclusive], perpetual license to use, copy and modify them for the Client’s own business once paid for in full.

11.1 A SOW may set a different rule for its own deliverables.

11.2 [The Provider may show the work in its portfolio unless the Client objects in writing.]

12. Confidentiality

12.1 Each party will keep confidential any non-public information it receives from the other party about its business, customers, pricing, plans or technology, and use it only to perform this Agreement and the SOWs.

12.2 This obligation lasts while this Agreement is in force and for [number] years after it ends. It does not apply to information that is already public, was already known to the receiving party, or must be disclosed by law.

12.3 [If the Provider will handle personal data on the Client’s behalf, the parties will sign a separate data processing agreement before that work starts.]

13. Quality and fixing defects

13.1 The Provider will perform the services professionally and with the care and skill expected of a provider of similar services.

13.2 If a deliverable does not match its SOW, the Client will notify the Provider in writing within [number] days of delivery. The Provider will then fix it within a reasonable time at no extra charge.

14. Indemnities

14.1 The Provider will defend the Client against any third-party claim that a deliverable, as delivered by the Provider, infringes that third party’s intellectual property rights, and will pay the costs and damages finally awarded against the Client for that claim.

14.2 The Client will do the same for the Provider for any third-party claim arising from materials or instructions the Client provides.

14.3 A party asking for protection under this section will tell the other party about the claim promptly, let it control the defense, and give reasonable help at the other party’s cost.

15. Limitation of liability

15.1 Each party’s total liability under a SOW is limited to [the fees paid and payable under that SOW / the fees paid under that SOW in the [12] months before the claim]. [Each party’s total liability under this Agreement and all SOWs together is limited to [amount].]

15.2 Neither party is liable for indirect or consequential losses, such as lost profits or lost data.

15.3 The limits in 15.1 and 15.2 do not apply to [breach of section 12, the indemnities in section 14, fraud, gross negligence or willful misconduct].

16. Insurance (optional)

[The Provider will maintain [type of insurance, for example professional liability] coverage of at least [amount] while this Agreement is in force.]

17. Non-solicitation (optional)

[While this Agreement is in force and for [number] months after it ends, neither party will actively recruit the other party’s employees or contractors who worked on a SOW without the other party’s written consent. This does not apply to people who respond to a general job posting.]

18. Events outside either party’s control

Neither party is responsible for a delay or failure caused by events outside its reasonable control, such as [natural disasters, war, or a widespread power or internet outage]. The affected party will tell the other party promptly. If the event lasts more than [number] days, either party may end the affected SOW by written notice.

19. Term and termination

19.1 This Agreement starts on the Effective Date [and runs for an initial term of [number] years. After that it] continues until either party ends it with [number] days’ written notice.

19.2 Either party may end a single SOW [with [number] days’ written notice / as set out in that SOW]. Ending a SOW does not end this Agreement or any other SOW.

19.3 Either party may end this Agreement, or any SOW, immediately by written notice if the other party materially breaches it and does not fix the breach within [14] days of written notice, or if the other party becomes insolvent.

19.4 SOWs still in progress when this Agreement ends:

Option A (open SOWs continue): They continue until their work is completed, and this Agreement keeps applying to them until then.

Option B (open SOWs end too): They end on the same date as this Agreement.

19.5 When a SOW ends, the Client pays for work performed up to the end date, and the Provider hands over completed work and the Client’s materials for that SOW. [The Provider also makes sure the Client has full access to accounts the Client owns, such as [hosting, domain, analytics, ad accounts].]

19.6 Sections 11, 12, 14 and 15 continue to apply after this Agreement ends.

20. General

20.1 This Agreement, including its schedules and all signed SOWs, is the entire agreement between the parties about the services.

20.2 Changes to this Agreement must be in writing and signed by both parties. A SOW can change this Agreement only as section 4 allows.

20.3 Neither party may assign this Agreement or a SOW without the other party’s written consent.

20.4 Notices under this Agreement may be sent by email to the contact persons in section 1.

20.5 If any part of this Agreement is found unenforceable, the rest remains in effect.

20.6 This Agreement and any SOW may be signed electronically.

21. Governing law and disputes

This Agreement and every SOW are governed by the laws of [state / country, for example the State of New York or England and Wales]. The parties will first try to resolve any dispute through good-faith negotiation. Disputes not resolved within [30] days will be settled by [the courts of [location] / arbitration in [location]].

22. Signatures

The parties have signed this Agreement on the dates below. [Or: This Agreement has been signed electronically by both parties.]

For the Client

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

For the Provider

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

Schedules: Schedule 1 Statement of Work (form). Schedule 2 Rates.

Schedule 1. Statement of Work (form)

Copy this form for each new project and give it the next number.

SOW number: SOW-[001], under the Master Service Agreement between [Client] and [Provider] dated [date]
Project name: [name]
Start date and expected end date: [dates]
Services and deliverables: [what will be delivered, with enough detail to tell when it is done]
Not included: [what is out of scope for this project]
Milestones and timeline: [dates or weeks from start]
Client inputs needed and by when: [content, access, approvals]
How the Client approves a deliverable: [for example written approval by email, or approval is assumed if no feedback within [number] business days]
Fees: [fixed fee of [amount] / time and materials at the Schedule 2 rates, estimated at [amount] and not to exceed [amount] without written approval / [amount] per month]
Payment schedule: [for example [percent] on signing, [percent] at [milestone], [percent] on completion]
Expenses: [approved expenses for this project / none]
Contacts for this SOW: Client [name, email]. Provider [name, email].
Sections of the Agreement this SOW changes (Option A of section 4 only): [none / section [number]: [the change]]
Signed for the Client: [name, title, date, signature]. Signed for the Provider: [name, title, date, signature].

Schedule 2. Rates

[Role or service, for example senior developer]: [amount] per [hour / day]
[Role or service]: [amount] per [hour / day]
[Role or service]: [amount] per [hour / day]

These rates apply from [date] and may change under section 7.2.

This is a general template, not legal advice. It has not been tailored to your agreement. If the agreement involves a lot of money or anything out of the ordinary, have a lawyer review it before you sign.

When the MSA and a SOW disagree

Sooner or later a SOW says something the MSA doesn't. A client asks for a higher liability cap on one large project, or a SOW is written quickly from an old one and carries a different payment term. Section 4 decides which document wins, and the template gives you two ways to set it.

Option A, the MSA wins. A SOW can change the MSA only by naming the section it changes, and only for that project. The point is that terms you negotiated carefully once aren't changed by accident in a SOW signed in a hurry. Schedule 1 has a line for these changes, so they're easy to spot.
Option B, the SOW wins. Whatever the SOW says applies to that project. It suits clients who negotiate every project in detail. The risk is that a copied SOW quietly overrides something in the MSA, so read each one against the MSA before signing.

Pick one before the first SOW is signed, and keep it for the whole relationship.

Starting a new project under the MSA

Once the MSA is signed, a new project takes one document instead of a full negotiation.

Copy the SOW form in Schedule 1 and give it the next number.
Fill in the deliverables, what's not included, the dates, the fee and the payment schedule. Spend the most time on the "not included" line, since that's the line you'll point to later.
Both sides sign the SOW. Work starts once it is signed.
If the project changes along the way, use the change process in section 5: a written request, your reply with the effect on price and timeline, and the client's written approval.

A short email with each new SOW keeps it clear which agreement it falls under. You can copy this one:

Subject: SOW-[002] for [project name], ready to sign

Hi [name],

Here is the statement of work for [project name]. It falls under our master service agreement from [date], so the payment terms, ownership and the rest stay as agreed there.

This SOW covers [one-line summary of the work], with a fee of [amount] and delivery by [date]. It doesn't include [main exclusion].

Once it's signed, we'll book the kickoff.

[Your name]

Keeping rates consistent across projects

Without a rate card, each SOW tends to be priced from scratch, and two projects for the same client can end up at different hourly rates without anyone deciding that. Schedule 2 lists your rates once. Section 7.2 lets you change them once a year with notice, and says the change doesn't reprice a SOW that is already signed, unless you keep the optional exception for long SOWs. A fixed-fee project stays at the price both sides agreed, and the next SOW uses the new rates.

Ending the MSA while projects are running

An MSA can outlast many projects, so the ending needs more thought than in a one-off agreement. The template handles three situations separately.

Ending one SOW. Section 19.2 lets either side end a single project with notice. The MSA and any other SOWs keep running.
Ending the MSA. Section 19.1 sets the notice period. Make it the same for both sides.
Open SOWs when the MSA ends. Section 19.4 asks you to choose. Option A lets projects in progress run to completion under the MSA's terms, which suits work that is hard to stop halfway. Option B ends everything on the same date.

Whenever a SOW ends, on its own or along with the MSA, section 19.5 says the client pays for the work done so far and you hand over the finished work and the client's materials. If you manage accounts the client owns, such as hosting or ad accounts, keep the bracketed line about access.

MSA, service agreement or something else?

Your situation	Agreement
Several separate projects for the same client, each with its own price and dates	Master service agreement (this page) with a SOW per project
One project, or one ongoing arrangement, in a single document	Service agreement
An advisory engagement where you sell expertise as a consultant	Consulting agreement
The same fee every month for an agreed amount of ongoing work	Retainer agreement
You need to share confidential information before any agreement is in place	Mutual NDA

A client with steady monthly work can also run a retainer as one SOW under the MSA. Put the monthly fee and what each month includes in that SOW.

Master services agreement template for the UK

In the UK you'll often see the plural name, master services agreement. To adapt the template for a UK business, make these edits.

In section 1, add each company's registered number and registered office address.
Set the fee fields to GBP and write VAT in section 7.3.
Fill in the governing law in section 21 with the jurisdiction you choose, for example England and Wales.
Change license to licence in section 11, defense to defence in section 14 and willful to wilful in section 15.3 if you prefer UK spelling.

Send the MSA and each SOW from Dovio

Dovio is an EU-hosted AI CRM for small businesses. It has built-in e-signing, so the MSA and every SOW go out from the same place you keep the client's details.

You set the MSA up once as a contract template, with fields for the client's company and contact details and for your own name and email. When you send it, those fields fill in from the signer's contact record and their company in Dovio. The client signs through a link in their email, and you see whether each signer has opened it, started signing, signed or declined. When the last person signs, everyone gets the signed copy by email.

For each new project, start a new contract on the client's page and paste in the Schedule 1 form, or the full statement of work template if the project needs acceptance criteria and assumptions. The SOW doesn't need a saved template of its own. You can add a price table with the project's fees inside the document.

Every contract you send shows on the page of each contact it went to and on their company's page, so the MSA and the SOWs under it sit in one list, next to your emails and meetings with that client. After a recorded client call, Dovio also writes up the meeting and drafts the follow-up email for you to review and send. The contracts page shows the whole flow from template to signed agreement.

Summary

A master service agreement is worth it when you expect more than one project with the same client. Sign the MSA once, then agree each project in a short SOW. Before the first SOW, decide which document wins when they disagree, what happens to open SOWs when the MSA ends, and what your rates are. Use the template, keep the options that fit, and give every SOW a clear "not included" line.

Frequently asked questions

What is a master service agreement?

A master service agreement (MSA) is a contract between a service provider and a client that sets the terms for all the work the provider does for that client: payment terms, ownership of the work, confidentiality, liability and how the relationship ends. It is signed once. Each project then gets a short statement of work (SOW) with the work, price and dates, and the SOW refers back to the MSA.

What is the difference between an MSA and a SOW?

The MSA holds the terms that stay the same from project to project. The SOW describes one project: what will be delivered, what is not included, the timeline, the fee and how it is invoiced. You sign the MSA once and a new SOW for each project. The template on this page includes a SOW form as Schedule 1.

What is the difference between a service agreement and a master service agreement?

A service agreement covers one job or one ongoing arrangement in a single document. A master service agreement is meant for a client you expect to do several separate projects for. It sets the general terms once, and each project is agreed in its own SOW. If you only expect one project, a service agreement is simpler.

Does signing an MSA commit the client to buying anything?

Not under this template. Section 2.3 says the MSA doesn’t oblige the client to order any services or the provider to accept any SOW. Nothing is bought until both parties sign a SOW. If you want a minimum commitment, write it into a SOW.

Which document wins if the MSA and a SOW conflict?

Whichever the MSA says. Section 4 of the template gives two options. Under Option A the MSA wins, unless the SOW names the section it changes. Under Option B the SOW wins for its own project. Pick one before the first SOW is signed.

How long does a master service agreement last?

As long as the agreement says. The template has an optional initial term in years, after which the MSA continues until either party ends it with written notice. Ending the MSA doesn’t have to stop work in progress: section 19.4 lets you choose whether open SOWs run to completion or end on the same date.

Is a master services agreement the same as a master service agreement?

Yes. Both names are used for the same document, and master services agreement is common in the UK. Some businesses also call the SOW an order form or a service order. The template works under any of these names.