Master Services Agreement
(Pro-Service Provider)

This template is a master services agreement that sets forth the general terms and conditions under which between a service provider will perform services for a customer. This template includes practical guidance, drafting notes, and alternate and optional clauses. The document has been drafted with terms that favor the service provider performing the services. Many service providers and customers of outsourcing services prefer to use a master services agreement (MSA). An MSA usually contains the general terms and conditions of the parties' working relationship, but does not address all (and sometimes any) of the specific services that will be performed thereunder. This allows the parties to address and agree upon additional services that can be added over time, with the need to only memorialize the relevant terms regarding the new services, which can be set forth in subsequently executed statements of work (SOWs). The parties, however, do not have to renegotiate or address the basic terms of the engagement that are contained in the MSA. This template sets forth essential contractual terms, such as parties and purpose; responsibilities and obligations; covenants, warranties, and representations; and liability and remedy provisions. It further allows for specific terms such as service levels, pricing, and deviations to be addressed through the utilization of SOWs, exhibits, schedules, and local enabling agreements. For additional guidance, see Outsourcing Master Services Agreement Drafting, Outsourcing: Scope, Service Levels, Risk Allocation, and Price, and Supply of Services. See also, Outsourcing § 1.01. For a full listing of related content covering services agreements, see Supply of Services Agreements Resource Kit.