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Master Services Agreement (with SOW)
A reusable framework contract for an ongoing services relationship, with a Statement of Work exhibit you fill in per project.
What is a Master Services Agreement?
A Master Services Agreement (with SOW) is a framework contract you sign once for an ongoing services relationship and reuse, with a Statement of Work exhibit you fill in for each project.
Any services provider or buyer setting up a repeatable relationship (agencies, dev shops, consultants, and their clients) who wants to sign the legal terms once and add projects with short SOWs.
Master Services Agreement template, current for 2026
A clean work-product IP allocation with a background-IP license, an AI-usage disclosure clause (provider must disclose generative-AI tools and warrants outputs don't infringe or leak client data into training), worker-classification (ABC-test) acknowledgment for independent-contractor status, modern DPA hook for personal data, and a capped, insurance-backed liability structure.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Master Services Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the effective date of this Master Services Agreement? This is the date the framework agreement takes effect. Individual projects run under separate Statements of Work with their own dates.
- Which U.S. state's law governs this Agreement? Governing law determines how the contract is interpreted and where disputes are resolved. Delaware and New York are common for commercial deals.
- Name the governing-law state. We use this to fill in the governing-law and venue clauses.
- Who is the service provider (the party performing the services)? This is the vendor, consultant, or firm delivering the work. Enter the exact legal entity name, type, and state of formation.
- Short name for the Provider in the document? A short defined term used throughout the contract instead of the full legal name.
- Who is the client (the party receiving the services)? This is the company purchasing the services. Enter the exact legal entity name, type, and state of formation.
- Short name for the Client in the document? A short defined term used throughout the contract instead of the full legal name.
- Describe, at a high level, the kinds of services the Provider will perform under this Agreement. This frames the overall relationship. Specific scope, deliverables, and pricing live in each Statement of Work.
- If a Statement of Work conflicts with this master Agreement, which controls? Most parties make the master Agreement control by default so key protections (liability caps, IP, confidentiality) can't be quietly overridden, but allow a SOW to override if it expressly says so.
- How many days does the Client have to pay an undisputed invoice? Net payment period after invoice receipt. Net 30 is standard for commercial services.
- What monthly late-payment interest rate applies to overdue amounts (%)? Interest on past-due, undisputed amounts. 1.5% per month (about 18% annually) is common; the clause caps it at the legal maximum.
- How are the Provider's expenses handled? Reimbursable expenses (travel, third-party costs) can add up. Deciding the rule up front avoids invoice fights.
- Who bears sales, use, and similar transaction taxes? Someone has to cover applicable transaction taxes. Usually the Client pays them (excluding taxes on the Provider's own income).
- Who owns the intellectual property in the deliverables the Provider creates? This is one of the most important choices. 'Work made for hire' assigns new deliverables to the Client; a license model lets the Provider keep ownership and grant the Client a right to use.
- If the Provider retains ownership, how broad is the Client's license? Defines what the Client may do with the deliverables it doesn't own.
- For how many years after disclosure does confidentiality survive (for non-trade-secret information)? Trade secrets stay protected as long as the law protects them; ordinary confidential information typically survives 2 to 5 years.
- Will the Provider handle the Client's personal data or other regulated data? If the Provider processes personal data, the Agreement should require appropriate safeguards, a breach-notification window, and a Data Processing Addendum where needed.
- Within how many hours must the Provider notify the Client of a confirmed personal-data breach? A defined notification window is now market-standard. 48 to 72 hours is typical and aligns with downstream regulatory clocks such as GDPR's 72-hour rule.
- For how many days does the Provider warrant that deliverables will conform to their specifications? During this window, the Provider must fix nonconforming deliverables at no charge. 30 to 90 days is typical.
- May the Provider use generative artificial intelligence tools in performing the Services? This drives the 2026-current AI clause: disclosure of AI tools, warranties that AI-assisted output does not infringe and does not leak your data into a training set, and confirmation that you own AI-assisted output to the same extent as other deliverables.
- How must the Provider disclose the generative-AI tools it uses? Determines whether AI-tool disclosure is standing (listed in each SOW) or on-request only.
- In which U.S. state or states will the Provider's personnel perform the Services? Drives the worker-classification (ABC-test) acknowledgment. Naming the states of performance flags where strict tests such as California's AB5 apply.
- How should the general cap on each party's liability be set? A liability cap limits worst-case exposure. Tying it to fees paid is the market standard; specialized carve-outs (IP, data breach) get their own higher super-caps below.
- What fixed dollar cap on general liability? The maximum general-liability dollars either party can be liable for, subject to the super-caps and unlimited carve-outs.
- What super-cap multiple should apply to the IP-infringement indemnity and confidentiality breaches? Well-drafted MSAs cap these at a multiple of fees rather than leaving them uncapped. 2x to 3x is common.
- What super-cap multiple should apply to data-breach and security liability? Data-breach exposure is usually carved out separately at a higher multiple than the IP super-cap, backstopped by cyber insurance.
- Which indemnities should the Provider give the Client? Indemnities require one party to defend and cover the other against specified third-party claims. Select all that apply.
- Should the Provider be required to carry insurance? Insurance backstops the Provider's indemnities and liability. Common for services with on-site work, data handling, or professional risk. If off, Section 12 is reserved so cross-references stay accurate.
- Minimum commercial general liability limit (per occurrence)? Typical minimum is $1,000,000 per occurrence.
- Minimum professional liability / errors & omissions limit? E&O / professional liability covers negligent performance of the services.
- Minimum cyber / technology errors and omissions insurance limit? Cyber-liability coverage backstops the data-breach super-cap. $2,000,000 to $5,000,000 is common where the Provider handles personal data.
- How long does this master Agreement run? The master term governs how long new SOWs can be issued. In-flight SOWs typically survive termination of the master term.
- Length of the initial term (years)? The first fixed period before automatic renewals begin.
- Length of each automatic renewal period (years)? How long each auto-renewal lasts unless a party opts out.
- How many days' written notice to terminate for convenience (without cause)? Either party may end the relationship without a breach on this much notice. In-flight SOWs are usually wound down and paid for work performed.
- How many days to cure a material breach before the other party can terminate for cause? The breaching party gets this window to fix the problem after written notice.
- Include a mutual non-solicitation of employees? Prevents each party from poaching the other's personnel during the engagement and for a period after. Includes a carve-out for general job postings.
- Non-solicitation period after the engagement ends (months)? How long the no-poaching restriction lasts after work ends. 6 to 12 months is typical.
- How are disputes resolved? Arbitration is private and often faster; courts allow appeals and public precedent. Both include a negotiation step first.
- In what city and state will arbitration be seated? The legal seat / hearing location for arbitration.
- In what city and state will courts have jurisdiction? Exclusive venue for litigation.
- Statement of Work number (for the attached SOW exhibit)? A reference number for the first Statement of Work you're attaching. You can leave the SOW blank to fill in later.
- Project name for this Statement of Work? A short name for the specific project governed by the attached SOW.
- Describe the scope of work and deliverables for this SOW. The specific work for this project. This is the detail the master Agreement intentionally leaves out.
- SOW start date? When work under this Statement of Work begins.
- SOW target completion date? Target date to complete this project's deliverables.
- Fees and payment structure for this SOW? The price and how it's calculated for this specific project.
- Name of the person signing for the Provider? The authorized signatory for the Provider's signature block.
- Title of the Provider's signatory? The signatory's role, shown in the signature block.
- Name of the person signing for the Client? The authorized signatory for the Client's signature block.
- Title of the Client's signatory? The signatory's role, shown in the signature block.
Frequently asked
About the Master Services Agreement and how HDAi works.
What is a Master Services Agreement (with SOW)? +
A Master Services Agreement (with SOW) is a reusable framework contract for an ongoing services relationship, with a Statement of Work exhibit you fill in per project. Agencies, dev shops, consultants, and their clients use it to set up a repeatable relationship, signing the legal terms once and adding projects with short SOWs.
Is HDAi's Master Services Agreement (with SOW) legally binding? +
The Master Services Agreement (with SOW) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Master Services Agreement (with SOW)? +
You can generate and download the Master Services Agreement (with SOW) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Master Services Agreement (with SOW) current for 2026? +
It carries a clean work-product IP allocation with a background-IP license, an AI-usage disclosure clause (the provider must disclose generative-AI tools and warrants that outputs don't infringe or leak client data into training), a worker-classification (ABC-test) acknowledgment for independent-contractor status, a modern DPA hook for personal data, and a capped, insurance-backed liability structure.
How long does the Master Services Agreement (with SOW) take? +
Estimated time about 26 min (51 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Master Services Agreement (with SOW) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
Commercial & IP
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