🇺🇸 New York · Client work
A master services agreement drafted under the law of New York. Below: what it is usually called here, what the legislation says, and the governing-law clause this draft prints.
In New York this is usually called a master services agreement (MSA).
Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
MSAs governed by New York law are common across US commercial work. Signing them electronically is covered by both the federal ESIGN Act and New York's own ESRA.
Under the federal ESIGN Act, a signature, contract or other record relating to a transaction in interstate or foreign commerce may not be denied legal effect, validity or enforceability solely because it is in electronic form.
Source: Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001(a)Checked 7 October 2026Pending lawyer review
In New York, an electronic signature has the same validity and effect as a signature affixed by hand. New York has not enacted UETA; it uses its Electronic Signatures and Records Act.
Source: New York State Technology Law, s.304(2)Checked 7 October 2026Pending lawyer review
More on New York: how contracts work in New York.
This agreement is governed by the laws of the State of New York. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of New York.
In Plain English: if there is a dispute, the law of New York decides what the contract means, and the named courts hear it. It does not say this is the right choice for you; that depends on where the parties are and what they agree.
Legal wording · example
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
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
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
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
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 →Yes. New York State Technology Law s.304(2) and the federal ESIGN Act (15 U.S.C. 7001(a)) both support electronic signatures.
Not necessarily. Contracts usually say which law applies; the clause this page prints names New York.
No. It relies on ESRA instead.