Master services agreement template

Standard terms for repeated work, with each job agreed in its own statement of work. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.

Sample — review with a lawyer · Simple electronic signature with an audit trail

Who it is for

For a business and a client who expect to work together repeatedly and want to agree the standard terms once, so that each new job needs only a short statement of work.

What it covers

15 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.

  • 1. Purpose and structure

    The frame for repeated work: the standard terms apply to every job, each job is described in its own statement of work, and the agreement alone orders nothing.

  • 2. Statements of work

    How a job is agreed: both sides accept a statement of work in writing or electronically, it names scope, schedule, fees, acceptance criteria and contacts, and each one is its own contract under these terms.

  • 3. No minimum commitment

    Neither side has to order or accept any amount of work. An optional blank lets you state a minimum commitment instead.

  • 4. Performance and acceptance

    Work is done with reasonable care to the standards in the statement of work. The Client reviews each deliverable within a set number of business days, or it counts as accepted; reported defects are fixed free of charge.

  • 5. Fees and payment

    Each statement of work sets its own fees; a price schedule, if you add one, gives the rates it refers to. If a payment is more than a set number of days late, the provider may pause that work after telling the Client.

  • 6. Changes to a statement of work

    Either side can ask for a change; the provider says what it means for scope, fees and schedule, and it applies only once both agree in writing or electronically.

  • 7. Intellectual property

    When a statement of work is paid in full, the rights in its deliverables pass to the Client, or an exclusive licence is granted where a transfer is not allowed. The provider keeps its existing materials, tools, methods and know-how.

  • 8. Confidentiality

    Each side keeps the other’s non-public information private and uses it only for this work, during the agreement and for a set number of years afterwards. The Client is named as a reference only with its consent.

  • 9. Warranty and liability

    The provider promises reasonable care and skill. Liability for a job is limited to its fees, and overall to the fees of a set recent period, except for intent, gross negligence, personal injury and where the law allows no limit.

  • 10. Term and termination

    The agreement runs for a set number of months and renews unless notice is given in time. Either side can end it or a single job after a serious breach that is not put right; running jobs continue, and work done stays payable.

  • 11. Order of precedence

    If the two documents conflict, this agreement wins unless a statement of work names the clause it changes for that job only. Confidentiality, liability and governing law change only by amending this agreement.

  • 12. Independent parties

    Both sides are independent businesses. Nothing here creates employment, a partnership, a joint venture or an agency, and neither side can commit the other.

  • 13. Notices

    Notices go in writing or by email to the addresses stated for each side; notices about one job may also go to the contacts named in it.

  • 14. Entire agreement

    This agreement, its statements of work and any price schedule are the whole deal and replace earlier framework agreements on the same services. Changes need both sides’ agreement in writing or electronically.

  • 15. Governing law and disputes

    The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.

A price schedule is optional: add one if you want the amounts in a table, or write the agreed amount into the payment clause.

The sample text

The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.

Read the sample text

Master Services Agreement

Parties: Service Provider · Client

1. Purpose and structure

This agreement sets the standard terms on which the Service Provider will perform work for the Client from time to time. Each piece of work is described in a statement of work made under this agreement. This agreement alone does not oblige either party to order or to perform any work.

2. Statements of work

A statement of work takes effect when both parties have agreed to it in writing or in electronic form. It states at least the scope of the services and deliverables, the schedule, the fees and payment plan, the acceptance criteria and a contact for each party. Each statement of work forms a separate contract that incorporates the terms of this agreement. Several statements of work may run at the same time.

3. No minimum commitment

The Client is not obliged to order any minimum amount of work, and the Service Provider is not obliged to accept a proposed statement of work. [[Optional: state a minimum commitment, e.g. a number of days or an amount per year, or delete this sentence]]

4. Performance and acceptance

The Service Provider performs each statement of work with reasonable care and skill and to the standards stated in it. Unless a statement of work says otherwise, the Client reviews each deliverable within [[10]] business days of delivery and either accepts it or describes the defects in writing or in electronic form; a deliverable is treated as accepted if the Client does not respond within that period. The Service Provider corrects reported defects within a reasonable time at no extra charge.

5. Fees and payment

The fees for each piece of work are set in its statement of work, as a fixed price, a daily or hourly rate or another basis stated there. Where this contract has a price schedule, its rates apply to statements of work that refer to it. The Service Provider invoices as the statement of work states, and the Client pays on the payment terms of this contract. If a payment is more than [[7]] days late, the Service Provider may pause the affected work after notifying the Client. Expenses are reimbursed only if approved in advance and supported by receipts.

6. Changes to a statement of work

Either party may ask for changes to a statement of work. The Service Provider tells the Client what the change means for scope, fees and schedule, and the change takes effect only when both parties have agreed to it in writing or in electronic form. Until then the existing statement of work applies.

7. Intellectual property

When the Client has paid the fees of a statement of work in full, the Service Provider transfers to the Client the rights in the deliverables made specifically for the Client under it or, where the applicable law does not allow a transfer, grants the Client an exclusive, perpetual licence to use them. The Service Provider keeps its pre-existing materials, tools, methods and know-how and grants the Client a non-exclusive, perpetual licence to use them as part of the deliverables.

8. Confidentiality

Each party keeps the other party’s non-public information confidential and uses it only to perform this agreement and the statements of work, during the agreement and for [[3]] years after it ends. This does not apply to information that is public, already lawfully known, independently developed, or that must be disclosed by law. The Service Provider names the Client as a reference only with the Client’s consent.

9. Warranty and liability

The Service Provider warrants that the services are performed with reasonable care and skill. Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability arising from a statement of work is limited to the fees paid or payable under that statement of work, and its total liability under this agreement as a whole to the fees paid in the [[12]] months before the claim.

10. Term and termination

This agreement starts on the effective date and runs for [[12]] months. It then renews for further periods of [[12]] months unless either party gives notice in writing or in electronic form at least [[3]] months before the end of a period. Either party may terminate this agreement or a single statement of work if the other party seriously breaches it and does not remedy the breach within [[14]] days of being asked to. Ending this agreement does not end statements of work already running: they continue on these terms until they are completed, unless they are terminated too. Fees for work done until termination remain payable.

11. Order of precedence

If this agreement and a statement of work conflict, this agreement prevails, except where the statement of work expressly names the clause of this agreement it changes and states the change for that statement of work only. Changes to the clauses on confidentiality, liability and governing law require an amendment to this agreement. Purchase orders, invoices and general terms of either party do not change this agreement or a statement of work.

12. Independent parties

The parties are independent businesses. This agreement and the statements of work do not create an employment, partnership, joint venture or agency relationship, and neither party may make commitments on behalf of the other.

13. Notices

Notices under this agreement are given in writing or by email to the addresses stated for the parties, or to another address a party has notified. Notices that concern a single statement of work may also be given to the contacts named in it.

14. Entire agreement

This agreement, together with the statements of work made under it and any price schedule of this contract, is the entire agreement between the parties on its subject and replaces earlier framework agreements on the same services. Amendments are valid only if both parties agree to them in writing or in electronic form. If a clause is invalid, the rest of the agreement remains in force.

15. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

[[When and how payment is made, if any: e.g. within 14 days of receiving each invoice issued under a statement of work, by bank transfer]]

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]

How to use it

  1. Choose the template

    Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.

  2. Start a draft

    The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.

  3. Send it for signature

    You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.

Next steps

  • Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.

  • Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.

What it is, and what it is not

QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.

It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.

Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.

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