Master services agreement template for agencies
Published
Short answer
A master services agreement (MSA) holds the legal terms of a client relationship once: payment, ownership, confidentiality, liability and termination. Each project then gets a short statement of work under it. For agencies with repeat clients, it means you negotiate the legal terms once and every new project is a one-page document.
How an MSA and a SOW work together
| Document | Signed | Holds |
|---|---|---|
| Master services agreement | Once per client | Legal terms: payment terms, ownership, confidentiality, liability, termination |
| Statement of work | Once per project | Scope, deliverables, milestones, price |
When a client comes back with a new project, you only write and sign a new SOW. That's the part an AI agent can draft in a minute, because the legal terms are already agreed.
One relationship. A scope for each project.
Master services agreement
Payment terms, ownership, confidentiality, liability and termination.
The same terms govern each project
- Project 1
Statement of work
Scope · milestones · price
- Project 2
Statement of work
Scope · milestones · price
- Project 3
Statement of work
Scope · milestones · price
Master services agreement template
Master services agreement
This agreement is made on [date] between [Client name], company number [number] ("the Client"), and [Agency name], company number [number] ("the Agency").
1. Structure. The Agency provides services described in statements of work ("SOWs") signed by both parties. Each SOW is governed by this agreement. If a SOW conflicts with this agreement, this agreement applies unless the SOW expressly says otherwise.
2. Fees and payment. Fees are set in each SOW. Unless a SOW says otherwise, the Agency invoices monthly in arrears and invoices are due within [number] days. Late payments carry interest at the statutory rate.
3. Changes. Changes to a SOW's scope, timeline or price are agreed in writing before work on them starts.
4. Client responsibilities. The Client provides the information, content, access and feedback the Agency needs, on time. Delays on the Client's side move deadlines accordingly.
5. Ownership. Once a deliverable is paid for, the Client owns it. The Agency keeps its pre-existing tools, code libraries, templates and know-how, and grants the Client a licence to use any of them that are part of a deliverable.
6. Portfolio. The Agency may show the work in its portfolio after launch, unless the Client says no in writing.
7. Confidentiality. Each party keeps the other's confidential information private and uses it only for this agreement, during the agreement and for [number] years after.
8. Data protection. Where the Agency processes personal data for the Client, the parties sign a data processing agreement.
9. Liability. Each party's total liability under this agreement is limited to the fees paid in the [12] months before the claim. Neither party is liable for indirect or consequential losses.
10. Term and termination. This agreement runs until terminated. Either party may terminate it with [number] days' written notice. SOWs in progress continue under these terms unless ended under their own terms. Either party may terminate immediately if the other materially breaches the agreement and doesn't fix it within [number] days of notice.
11. Governing law. This agreement is governed by the laws of [country], and disputes are heard in the courts of [place].
With your agent
With the MSA signed and stored in Pledge, new projects become one message:
New SOW for Acme under our MSA: app redesign, two milestones, 24 000 fixed, start 6 January. Show it to me before sending.
Your agent drafts the SOW from your template, links it to the client and shows it in the chat to check and send.
This article is not legal advice. An MSA is worth a lawyer's review once, because every project inherits it.
Questions
- What is the difference between an MSA and a SOW?
- The MSA holds the legal terms of the whole relationship and is signed once. A SOW describes one project's scope, timeline and price, and is signed per project under the MSA.
- When does an agency need an MSA?
- When you expect to do more than one project with a client. It saves renegotiating legal terms each time and makes every new project faster to start.
- Can AI draft statements of work under an MSA?
- Yes. Because the legal terms already sit in the MSA, a SOW is mostly scope, milestones and price, which an AI agent drafts well from your notes and template.
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