Client work · Template

Services agreement (MSA) template (Plain English)

A services agreement sets the standing terms for every project with a client, so each new job needs only a short statement of work. Describe your deal in a sentence and Lex drafts it, with Plain English beside every clause.

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Free for the other side

Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.

What is a master services agreement?

A services agreement, often called a master services agreement (MSA), holds the terms that apply to all work you do for a client: how projects are ordered, payment, who owns the work, confidentiality, liability limits and how either side can end the relationship. Individual projects are then added as statements of work. Agencies and studios with repeat clients use it so they negotiate the hard terms once.

Also called: master services agreement, terms of business, framework agreement, MSA, professional services agreement.

What are you deciding in a master services agreement?

  • How projects are ordered (a signed SOW, a purchase order, an email)
  • Payment terms and late-payment interest
  • Who owns the work, and when ownership passes
  • The cap on each side's liability
  • How long the agreement runs and how either side ends it

The clauses, in Plain English

Example wording Lex starts from, with what each clause means. Your draft is written around your deal, so the wording changes with it.

Legal wording · example

1Liability cap

Each party's total liability under this agreement shall not exceed the Fees paid in the [12] months before the claim arose, save for liability that cannot be limited by law.

In Plain English

If something goes wrong, the most either side can claim is capped, usually at a year's fees, except for things the law does not let you cap.

How this clause works →

Legal wording · example

2Indemnity

The Supplier shall indemnify the Client against losses arising from any claim that the Deliverables infringe a third party's intellectual property rights.

In Plain English

If someone sues the client saying your work copied theirs, you cover the client's costs.

How this clause works →

Legal wording · example

3Payment

Invoices are payable within [30] days of receipt. Late sums carry interest at [rate] from the due date until paid.

In Plain English

Invoices are due within the days agreed, and late payments build up interest.

How this clause works →

Legal wording · example

4Termination

Either party may terminate this agreement on [60] days' written notice. Termination does not affect any SOW then in progress unless the notice says so.

In Plain English

Either side can end the relationship with notice; projects already running usually finish.

How this clause works →

Legal wording · example

5Intellectual property

On payment in full, the Supplier assigns to the Client all rights in the Deliverables, excluding the Supplier's pre-existing materials, which are licensed to the Client for use with the Deliverables.

In Plain English

The client owns what you made for them once paid; your own tools and templates stay yours, and the client gets to use them in the work.

How this clause works →

Does the law where you are change a master services agreement?

The governing-law clause decides which legal system reads the contract. Some rules, such as how documents are signed, time limits for claims and terms that cannot be excluded, differ by place. These pages cite the legislation:

Frequently asked questions

Is there a services agreement file to download?

No, there is no blank Word or PDF file. You describe the deal in a sentence, Lex drafts the services agreement with your details already in it, and you share one link. The other side reads it in Plain English, suggests changes and signs in the browser, free.

What is the difference between an MSA and a SOW?

The MSA holds the legal terms for the whole relationship. Each SOW holds the details of one project: scope, dates and fee. Together they form the contract for that project.

Is a services agreement the same as a contract for services?

Broadly yes. 'Contract for services' is the phrase often used for an independent business supplying work, as opposed to a 'contract of service', which describes employment.

How long does a master services agreement last?

Commonly it runs until either side ends it on notice, or for a fixed term such as two years that renews. SOWs under it can have their own dates.